BORROWER, HRHI,
ANY GUARANTOR, ANY PROPERTY OR THE IP, (B) THE ENFORCEABILITY OR VALIDITY OF ANY
LOAN DOCUMENT, THE PERFECTION OR PRIORITY OF ANY LIEN CREATED UNDER ANY LOAN
DOCUMENT OR THE REMEDIES OF LENDER UNDER ANY LOAN DOCUMENT, (C) THE ABILITY OF
ANY BORROWER, HRHI OR ANY GUARANTOR TO PERFORM, IN ALL MATERIAL RESPECTS, ITS
OBLIGATIONS UNDER EACH OF THE LOAN DOCUMENTS, OR (D) THE VALUE OF, OR CASH FLOW
FROM, ANY PROPERTY OR THE IP.
5.1.4
ACCESS TO THE PROPERTIES.
BORROWERS SHALL PERMIT
AGENTS, REPRESENTATIVES AND EMPLOYEES OF LENDER TO INSPECT THE PROPERTIES OR ANY
PART THEREOF AT REASONABLE HOURS UPON REASONABLE ADVANCE NOTICE (WHICH MAY BE
GIVEN VERBALLY), SUBJECT TO THE RIGHTS OF TENANTS UNDER THEIR LEASES.
5.1.5
INTENTIONALLY OMITTED.
160
5.1.6
COOPERATE IN LEGAL PROCEEDINGS.
BORROWERS SHALL
REASONABLY COOPERATE FULLY WITH LENDER WITH RESPECT TO ANY PROCEEDINGS BEFORE
ANY COURT, BOARD OR OTHER GOVERNMENTAL AUTHORITY WHICH IN ANY WAY MATERIALLY
AFFECTS THE RIGHTS OF LENDER HEREUNDER OR ANY RIGHTS OBTAINED BY LENDER UNDER
ANY OF THE OTHER LOAN DOCUMENTS AND, IN CONNECTION THEREWITH, PERMIT LENDER, AT
ITS ELECTION, TO PARTICIPATE IN ANY SUCH PROCEEDINGS.
5.1.7
PERFORM LOAN DOCUMENTS.
BORROWERS SHALL OBSERVE,
PERFORM AND SATISFY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS OF, AND
SHALL PAY WHEN DUE ALL COSTS, FEES AND EXPENSES TO THE EXTENT REQUIRED UNDER THE
LOAN DOCUMENTS EXECUTED AND DELIVERED BY, OR APPLICABLE TO, ANY BORROWER.
PAYMENT OF THE COSTS AND EXPENSES ASSOCIATED WITH ANY OF THE FOREGOING SHALL BE
IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS OF SECTION 10.13 HEREOF.
5.1.8
AWARD AND INSURANCE BENEFITS.
SUBJECT TO THE TERMS OF
ARTICLE VI HEREOF, BORROWERS SHALL REASONABLY COOPERATE WITH LENDER IN OBTAINING
FOR LENDER THE BENEFITS OF ANY AWARDS OR INSURANCE PROCEEDS TO WHICH LENDER IS
ENTITLED UNDER THE LOAN DOCUMENTS AND WHICH IS LAWFULLY OR EQUITABLY PAYABLE IN
CONNECTION WITH ANY PROPERTY, AND LENDER SHALL BE REIMBURSED FOR ANY ACTUAL,
REASONABLE EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING ATTORNEYS' FEES
AND DISBURSEMENTS, AND THE PAYMENT BY BORROWERS OF THE EXPENSE OF AN APPRAISAL
ON BEHALF OF LENDER IN CASE OF CASUALTY OR CONDEMNATION AFFECTING ANY PROPERTY
OR ANY PART THEREOF) OUT OF SUCH INSURANCE PROCEEDS OR AWARDS.
5.1.9
FURTHER ASSURANCES.
BORROWERS SHALL, AT BORROWERS'
SOLE COST AND EXPENSE (SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT):
(A)
EXECUTE AND DELIVER TO LENDER SUCH
DOCUMENTS, INSTRUMENTS, CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO
SUCH OTHER ACTS NECESSARY OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR PROTECT THE
COLLATERAL AT ANY TIME SECURING OR INTENDED TO SECURE THE OBLIGATIONS OF
BORROWERS UNDER THE LOAN DOCUMENTS, AS LENDER MAY REASONABLY REQUIRE, INCLUDING,
WITHOUT LIMITATION, IF PERMITTED BY APPLICABLE LAW, THE EXECUTION AND DELIVERY
OF ALL SUCH WRITINGS NECESSARY TO TRANSFER ANY OPERATING PERMITS WITH RESPECT TO
ANY PROPERTY INTO THE NAME OF LENDER OR ITS DESIGNEE AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT; AND
(B)
DO AND EXECUTE ALL AND SUCH FURTHER LAWFUL
AND REASONABLE ACTS, CONVEYANCES