Common use of Brokers and Financial Advisors Clause in Contracts

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx EXP Realty (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time during the Term, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Each Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx BayBridge Real Estate Capital (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower Borrowers will pay Broker a commission pursuant to a separate agreement. Each Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of a claim by any Person (including Broker) that such Person acted on behalf of Borrower Borrowers or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower Borrowers hereby acknowledges acknowledge that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower Borrowers the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has Borrowers have had the opportunity to speak with Broker regarding such additional consideration. Borrower Borrowers hereby acknowledges acknowledge that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower Borrowers and/or Guarantor Guarantors and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower Borrowers or GuarantorGuarantors, (y) Lender and Borrower Borrowers (and GuarantorGuarantors) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower Borrowers hereby further agrees agree and acknowledges acknowledge that Lender has not interfered with Broker’s relationship with Borrower Borrowers or Guarantor Guarantors in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower Borrowers or GuarantorGuarantors.

Brokers and Financial Advisors. Each Borrower hereby represents to Lender that (a) such Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has not dealt with no any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Loan; (b) in the event any Borrower will has engaged any financial advisor, broker, underwriter, placement agent, agent or finder, such Borrower agrees to pay Broker a commission pursuant any and all amounts, including all commissions and other similar fees, owing to a separate agreement. said Person; and (c) each Borrower shall agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s including, without limitation, attorneys’ fees and expenses) incurred by Lender as a result of a breach of any of the foregoing. Each Borrower acknowledges that Lender may pay additional compensation, fees or other payments (“Fees”) to brokers, finders, correspondents or other parties (collectively, “Correspondent”) related to the origination, sale and/or securitization of the Loan, in addition to any way other Fees which may be paid by such Borrower directly to Correspondent. Such Fees may include direct, one-time payments, payments based on volume of originated loans, profit-sharing payments, and/or an ongoing financial interest in the Loan. In addition, a Correspondent may act as a sub-servicer for the Loan and receive additional fees relating to that activity. Each Borrower consents to a Correspondent being paid such Fees and acting as sub-servicer for the Loan. Each Borrower acknowledges and agrees that such Borrower is a sophisticated entity capable of evaluating these and other circumstances relevant to obtaining financing in the form of the Loan. Each Borrower acknowledges and agrees that Lender is not responsible for any recommendation, services (sub-servicing or arising out of a claim otherwise) or advice given to such Borrower by any Person (including Broker) Correspondent and that such Person acted on behalf of Borrower no fiduciary or Lender in connection with the transactions contemplated hereinother special relationship exists or shall exist between them. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Obligations. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.

Brokers and Financial Advisors. Each Borrower hereby represents to Lender that (a) such Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has not dealt with no any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Loan; (b) in the event any Borrower will has engaged any financial advisor, broker, underwriter, placement agent, agent or finder, such Borrower agrees to pay Broker a commission pursuant any and all amounts, including all commissions and other similar fees, owing to a separate agreement. said Person; and (c) each Borrower shall agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s including, without limitation, attorneys’ fees and expenses) in any way relating to or arising out incurred by Lender as a result of a claim by breach of any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations. foregoing. Each Borrower acknowledges that Lender may pay additional compensation, fees or other payments (b“Fees”) Notwithstanding anything in clause to brokers, finders, correspondents or other parties (acollectively, “Correspondent”) above related to the contraryorigination, Borrower hereby acknowledges that (i) at Lender’s sole discretionsale and/or securitization of the Loan, Broker may receive further consideration from Lender relating in addition to the Loan or any other matter for Fees which Lender may elect be paid by such Borrower directly to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation Correspondent. Such Fees may include a direct, one-time payment payments, payments based on volume of originated loans, profit-sharing payments, and/or an ongoing financial interest in the Closing DateLoan. In addition, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with Correspondent may act as a sub-servicer for the Loan or otherwise and (iii) receive additional fees relating to that activity. Each Borrower has had the opportunity consents to speak with Broker regarding a Correspondent being paid such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest Fees and acting as sub-servicer for the Broker in its relationship with Loan. Each Borrower and/or Guarantor acknowledges and agrees that (x) such Borrower is a sophisticated entity capable of evaluating these and other circumstances relevant to obtaining financing in the form of the Loan. Each Borrower acknowledges and agrees that Lender is not responsible for any recommendations recommendation, services (sub-servicing or otherwise) or advice that Broker has given to such Borrower or Guarantor, (y) Lender by any Correspondent and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) that no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.Pool 2

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx Walker Dunlop (“Broker”), ) it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall Xxxxxxxx hereby agrees to indemnify, defend and hold Lender Xxxxxx harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including LenderXxxxxx’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 10.21 shall survive the expiration and termination of this Agreement and the payment of the ObligationsDebt. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at LenderXxxxxx’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker Xxxxxx regarding such additional consideration. Borrower hereby acknowledges acknowledge that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees agree and acknowledges acknowledge that Lender Xxxxxx has not interfered with BrokerXxxxxx’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.

Brokers and Financial Advisors. (a) Borrower and Operating Lessee Owner each hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has represent that they have dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with who will not be paid from the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreementproceeds of the Loan at closing. Borrower shall indemnify, defend indemnify and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses (including out-of-pocket reasonable attorneys’ fees, whether incurred in connection with enforcing this indemnity or defending claims of third parties) of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender Operating Lessee Owner in connection with the transactions contemplated herein. The provisions of this Section 10.19 10.2 shall survive the expiration and termination of this Agreement and the payment repayment of the Obligations. (b) Notwithstanding anything in clause (a) above to the contraryDebt. Borrower, Borrower hereby acknowledges Representative, Operating Lessee Owner, the Mortgage Loan Parties and any sponsor of Borrower acknowledge and agree that (i) Lender and any of Lender’s agents or correspondents, reserve the right, in their sole and absolute discretion, to provide additional compensation to any broker, correspondent or originator of the Loan, at Lender’s sole discretioncost and expense. Retention of Servicer . Lender reserves the right to retain the Servicer and any special servicer to act as its agent(s) hereunder with such powers as are specifically delegated to the Servicer and any special servicer by Lender, Broker may receive further consideration from Lender relating 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 or otherwise, together with such other powers as are reasonably incidental thereto. Borrower shall pay any fees and expenses of the Servicer (other than any regularly scheduled monthly third party servicing fees) and any out-of-pocket reasonable third-party fees and expenses, including, without limitation, special servicing fees, work-out fees, liquidation fees and attorney’s fees and disbursements and fees and expenses in connection with a prepayment, release of the Collateral (or any portion thereof) or the Property (or any Individual Property or portion thereof), approvals under the Loan Documents requested by Borrower or Operating Lessee Owner, assumption of Borrower’s or Operating Lessee Owner’s obligations or modification of the Loan, special servicing or work-out of the Loan or enforcement of the Loan Documents. 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 and Operating Lessee Owner’s covenants and agreements in this Agreement shall inure to the benefit of the respective legal representatives, successors and assigns of Lender. Lender’s Discretion . Whenever pursuant to this Agreement or any other matter for which Loan Document, Lender may elect exercises any right given to compensate Broker pursuant it to a separate agreement between 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 Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise final and (iii) Borrower has had the opportunity to speak with Broker regarding such additional considerationconclusive. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor82 Governing Law .

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx EXP Realty (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated Loan other than NorthMarq Capital, Inc. ("BROKER"), whose fees shall be paid by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend indemnify and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses (including attorneys' fees, whether incurred in connection with enforcing this indemnity or defending claims of third parties) of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 SECTION 10.2 shall survive the expiration and termination of this Agreement and the payment repayment of the ObligationsDebt. (b) Notwithstanding anything in clause (aSection 10.2(a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s 's sole discretion, Broker may receive further consideration (or fees) from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant that are in addition to any fees that are paid by Borrower at closing. In addition, the Broker may act as a separate agreement between primary servicer or sub-servicer for the Loan and receive fees relating to that activity, or a buyout of such primary servicing or sub-servicing as determined by Lender. Borrower agrees that Lender is not responsible for any recommendation or advice given to Borrower by Broker, that Lender and Broker (which compensation may include Borrower are dealing at arm's length with each other in a one-time payment on the Closing Datecommercial lending transaction, a profit sharing payment and/or ongoing payments from Lender to Broker)and that no fiduciary or other special relationship exists or shall exist between them. Further, (ii) Borrower acknowledges and agrees that Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantorotherwise.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”)Andez Funding Partners, it LLC, Borrower has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx Xxxxxxxx Realty Capital (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx HFF, Inc. (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time during the Term, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. Borrower hereby represents that (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has not dealt with no any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. ; (b) in the event Borrower will has engaged any brokers, Borrower agrees to pay Broker a commission pursuant any and all amounts, including all commissions and other similar fees, owing to a separate agreement. said brokers; and (c) Borrower shall indemnify, defend and hold Lender the Administrative Agent and the Lenders harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s including, without limitation, reasonable attorneys’ fees and expenses) in incurred by the Administrative Agent or any way relating to or arising out Lender as a result of a claim breach of any of the foregoing. Borrower acknowledges that the Lenders may pay, at no cost to Borrower, additional compensation, fees or other payments to brokers, finders, correspondents or other parties (collectively, “Referrer”) related to the origination, sale and/or securitization of the Loans, in addition to any other payments due from Borrower. Such additional compensation, fees or other payments may include direct, one-time payments, incentive payments based on volume of referrals, profit-sharing payments, and/or an ongoing financial interest in the Loans. Borrower acknowledges and agrees that neither Agent nor any Lender is responsible for any recommendation, services (sub-servicing or otherwise) or advice given to Borrower by any Person (including Broker) the Referrer and that such Person acted on behalf of Borrower no fiduciary or Lender in connection with the transactions contemplated hereinother special relationship exists or shall exist between them. The provisions of this Section 10.19 13.8 shall survive the expiration and termination of this Agreement and the payment of the Secured Obligations. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. Each Borrower hereby represents to Lender that (a) such Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), it has not dealt with no any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Loan; (b) in the event any Borrower will has engaged any financial advisor, broker, underwriter, placement agent, agent or finder, such Borrower agrees to pay Broker a commission pursuant any and all amounts, including all commissions and other similar fees, owing to a separate agreement. said Person; and (c) each Borrower shall agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s including, without limitation, attorneys’ fees and expenses) in any way relating to or arising out incurred by Lender as a result of a claim by breach of any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations. foregoing. Each Borrower acknowledges that Lender may pay additional compensation, fees or other payments (b“Fees”) Notwithstanding anything in clause to brokers, finders, correspondents or other parties (acollectively, “Correspondent”) above related to the contraryorigination, Borrower hereby acknowledges that (i) at Lender’s sole discretionsale and/or securitization of the Loan, Broker may receive further consideration from Lender relating in addition to the Loan or any other matter for Fees which Lender may elect be paid by such Borrower directly to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation Correspondent. Such Fees may include a direct, one-time payment payments, payments based on volume of originated loans, profit-sharing payments, and/or an ongoing financial interest in the Closing DateLoan. In addition, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with Correspondent may act as a sub-servicer for the Loan or otherwise and (iii) receive additional fees relating to that activity. Each Borrower has had the opportunity consents to speak with Broker regarding a Correspondent being paid such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest Fees and acting as sub-servicer for the Broker in its relationship with Loan. Each Borrower and/or Guarantor acknowledges and agrees that (x) such Borrower is a sophisticated entity capable of evaluating these and other circumstances relevant to obtaining financing in the form of the Loan. Each Borrower acknowledges and agrees that Lender is not responsible for any recommendations recommendation, services (sub-servicing or otherwise) or advice that Broker has given to such Borrower or Guarantor, (y) Lender by any Correspondent and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) that no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.Pool 1

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx Emerge Lending Group (“Broker”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the Other Obligations. For the avoidance of doubt, the indemnity set forth in this Section 11.21 shall inure to the benefit of each Lender that has held an interest in the Loan at any time, including the initial named Lender hereunder. (b) Notwithstanding anything in clause (a) above Lender may pay additional compensation, fees, commissions or other payments to Broker relating to the contraryorigination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to Broker. Borrower hereby acknowledges and agrees that (i) at Lender’s sole discretionthe payment of any such compensation, Broker fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may receive further consideration from Lender relating to the Loan be paid by Borrower or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender party directly to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence payment of any such agreement compensation, fees, commissions or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration other payments may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor Borrower, and agrees that (x) Lender is not responsible for any recommendations recommendation, services or advice that Broker has given to Borrower or Guarantorby Broker, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (ziii) no fiduciary or other special relationship exists or shall will exist between themBorrower and Lender other than as lender and borrower. Borrower hereby further agrees and (A) acknowledges that Lender (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has not interfered had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with Broker’s relationship with Broker to the extent Borrower or Guarantor in connection deemed necessary and Borrower has independently determined to proceed with the transaction contemplated herein Loan and has not caused (B) consents to any such arrangement and the payment by Lender to Broker to breach of any duty that it may owe Borrower such compensation, fees, commissions or Guarantorother payments.

Brokers and Financial Advisors. (a) Borrower hereby represents that, except for Newmark Kxxxxx Xxxxx (“Broker”), that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement, except for a broker whose commission is being paid in full as set forth on the Closing Statement. Borrower will pay Broker a commission pursuant Bxxxxxxx hereby agrees to a separate agreement. Borrower shall indemnify, defend and hold Lender Lxxxxx harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including LenderLxxxxx’s reasonable attorneys’ fees and expenses) in any way relating to or arising out of from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Lender may pay additional compensation, fees, commissions or other payments to any broker relating to the origination, sale and/or securitization of the Loan, in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to any broker. Borrower hereby acknowledges and agrees that (i) the payment of any such compensation, fees, commissions or other payments are in addition to any other compensation, fees, commissions or other payments which may be paid by Borrower or any other party directly to any broker, (ii) the payment of any such compensation, fees, commissions or other payments may create a potential conflict of interest for any broker in its relationship with Borrower, and Lender is not responsible for any recommendation, services or advice given to Borrower by any broker, and (iii) no fiduciary or other special relationship exists or will exist between Borrower and Lender other than as lender and borrower. Borrower (A) acknowledges that (1) such compensation, fees, commissions or other payments may include a direct, one-time payment of an origination or similar fee, certain payments based on volume and/or size of referrals, profit-sharing payments and/or an ongoing financial interest in the Loan (including by acting as sub-servicer for the Loan) and (2) Borrower has had an opportunity to discuss the specifics of any compensation, fees, commissions or other payments with any broker to the extent Borrower deemed necessary and Borrower has independently determined to proceed with the Loan and (B) consents to any such arrangement and the payment by Lender to any broker of any such compensation, fees, commissions or other payments. The provisions of this Section 10.19 11.21 shall survive the expiration and termination of this Agreement and the payment of the ObligationsDebt. (b) Notwithstanding anything in clause (a) above to the contrary, Borrower hereby acknowledges that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker (which compensation may include a one-time payment on the Closing Date, a profit sharing payment and/or ongoing payments from Lender to Broker), (ii) Lender shall have no obligation to disclose to Borrower the existence of any such agreement or the amount of any such additional consideration paid or to be paid to Broker whether in connection with the Loan or otherwise and (iii) Borrower has had the opportunity to speak with Broker regarding such additional consideration. Borrower hereby acknowledges that such additional consideration may create a potential conflict of interest for the Broker in its relationship with Borrower and/or Guarantor and agrees that (x) Lender is not responsible for any recommendations or advice that Broker has given to Borrower or Guarantor, (y) Lender and Borrower (and Guarantor) are dealing at arms’-length with each other in a commercial lending transaction and (z) no fiduciary or other special relationship exists or shall exist between them. Borrower hereby further agrees and acknowledges that Lender has not interfered with Broker’s relationship with Borrower or Guarantor in connection with the transaction contemplated herein and has not caused Broker to breach any duty that it may owe Borrower or Guarantor.