OF ANY CHANGE IN BORROWER'S CONDITION, FINANCIAL OR OTHERWISE, THAT IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, OR OF THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT.
(M)
COOPERATE IN LEGAL PROCEEDINGS.
EXCEPT WITH RESPECT TO ANY CLAIM
BY BORROWER, THE GENERAL PARTNER, THE MEMBER OR THE GUARANTOR AGAINST LENDER,
BORROWER SHALL REASONABLY COOPERATE WITH LENDER WITH RESPECT TO ANY PROCEEDINGS
BEFORE ANY GOVERNMENTAL AUTHORITY THAT ARE REASONABLY LIKELY TO IN ANY WAY
MATERIALLY AFFECT THE RIGHTS OF LENDER HEREUNDER OR ANY RIGHTS OBTAINED BY
LENDER UNDER ANY OF THE LOAN DOCUMENTS AND, IN CONNECTION THEREWITH, SHALL NOT
PROHIBIT LENDER, AT ITS ELECTION, FROM PARTICIPATING IN ANY SUCH PROCEEDINGS.
(N)
PERFORM LOAN DOCUMENTS.
BORROWER SHALL OBSERVE, PERFORM AND
SATISFY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS REQUIRED TO BE
OBSERVED, PERFORMED OR SATISFIED BY IT, AND SHALL PAY WHEN DUE ALL COSTS, FEES
AND EXPENSES REQUIRED TO BE PAID BY IT, UNDER THE LOAN DOCUMENTS.
(O)
INSURANCE BENEFITS.
BORROWER SHALL REASONABLY COOPERATE WITH
LENDER IN OBTAINING FOR LENDER THE BENEFITS OF ANY INSURANCE PROCEEDS LAWFULLY
OR EQUITABLY PAYABLE TO BORROWER OR LENDER IN CONNECTION WITH ANY MORTGAGED
PROPERTY.
LENDER SHALL BE REIMBURSED FOR ANY EXPENSES
65
reasonably incurred in connection therewith (including reasonable attorneys'
fees and disbursements, but excluding internal overhead, administrative and
similar costs of Lender) out of such Insurance Proceeds, all as more
specifically provided in this Agreement.
(P)
FURTHER ASSURANCES.
BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE:
(I) UPON LENDER'S REASONABLE REQUEST THEREFOR GIVEN FROM TIME TO TIME, PAY FOR
(A) REPORTS OF UCC, TAX LIEN, JUDGMENT AND LITIGATION SEARCHES WITH RESPECT TO
BORROWER, AND (B) SEARCHES OF TITLE TO THE MORTGAGED PROPERTY, EACH SUCH SEARCH
TO BE CONDUCTED BY SEARCH FIRMS DESIGNATED BY LENDER IN EACH OF THE LOCATIONS
DESIGNATED BY LENDER;
(II) FURNISH TO LENDER ALL INSTRUMENTS, DOCUMENTS, CERTIFICATES, TITLE AND OTHER
INSURANCE REPORTS AND AGREEMENTS, AND EACH AND EVERY OTHER DOCUMENT,
CERTIFICATE, AGREEMENT AND INSTRUMENT REQUIRED TO BE FURNISHED PURSUANT TO THE
TERMS OF THE LOAN DOCUMENTS;
(III) EXECUTE AND DELIVER TO LENDER SUCH DOCUMENTS, INSTRUMENTS, CERTIFICATES,
ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER ACTS NECESSARY, TO EVIDENCE,
PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME SECURING OR INTENDED TO
SECURE THE NOTE, AS LENDER MAY REASONABLY REQUIRE (INCLUDING, WITHOUT
LIMITATION, TENANT ESTOPPEL CERTIFICATES, AN AMENDED OR REPLACEMENT MORTGAGES,
UCC FINANCING STATEMENTS OR COLLATERAL SECURITY INSTRUMENTS); AND
(IV) DO AND EXECUTE ALL AND SUCH FURTHER LAWFUL AND REASONABLE ACTS, CONVEYANCES
AND ASSURANCES FOR THE BETTER AND MORE EFFECTIVE CARRYING OUT OF THE INTENTS AND
PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS LENDER SHALL
REASONABLY REQUIRE FROM TIME TO TIME.
(Q)
MANAGEMENT OF MORTGAGED PROPERTY.
(I) EACH MORTGAGED PROPERTY SHALL BE MANAGED AT ALL TIMES BY THE CURRENT MANAGER
OR ANOTHER MANAGER REASONABLY SATISFACTORY TO LENDER, PURSUANT TO A MANAGEMENT
AGREEMENT.
ANY SUCH MANAGER MAY BE AN AFFILIATE OF BORROWER, PROVIDED THAT:
(A) THE TERMS AND CONDITIONS OF SUCH MANAGER'S ENGAGEMENT ARE AT ARM'S LENGTH,
REASONABLE,