AND ACCEPTANCE, AND UPON THE EFFECTIVE
DATE SPECIFIED IN THE APPLICABLE ASSIGNMENT AND ASSUMPTION, (A) THE ASSIGNEE OR
PARTY THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND
ASSUMPTION, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER, AND BORROWER
HEREBY AGREES THAT ALL OF THE RIGHTS AND REMEDIES OF LENDERS IN CONNECTION WITH
THE INTEREST SO ASSIGNED SHALL BE ENFORCEABLE BY AN ASSIGNEE WITH THE SAME FORCE
AND EFFECT AND TO THE SAME EXTENT AS THE SAME WOULD HAVE BEEN ENFORCEABLE BUT
FOR SUCH ASSIGNMENT, AND (B) THE ASSIGNING BANK THEREUNDER SHALL, TO THE EXTENT
THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH
ASSIGNMENT AND ASSUMPTION, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
13.
NON-RECOURSE PROVISIONS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AMENDMENT (INCLUDING IN SECTION 11), THE BANKS AND
THE AGENT SHALL LOOK SOLELY TO THE DEDICATED CDO CASH FLOWS FOR THE PAYMENT OF
THE OBLIGATIONS AND SHALL HAVE NO RECOURSE AGAINST THE OBLIGORS UNDER THIS
AMENDMENT OR THE CREDIT AGREEMENT .
NOTWITHSTANDING THE FOREGOING, NOTHING
CONTAINED HEREIN SHALL LIMIT THE BANK'S RECOURSE OR REMEDIES AGAINST ANY PERSON
WITH RESPECT TO THE PAYMENT OF THE DEDICATED CDO SECURITIES CASH FLOW.
14.
EXPENSES.
THE BORROWER AND THE OWNERS OF
DEDICATED CDO SECURITIES AGREE TO REIMBURSE THE BANK AT ALL TIMES FOR THE FULL
AND TIMELY PAYMENT ON DEMAND OF ALL ATTORNEYS' FEES, COURT COSTS, AND OTHER
LEGAL EXPENSES AND ALL OTHER COSTS AND EXPENSES OF ANY KIND WHICH THE AGENT MAY
AT ANY TIME PAY OR INCUR IN ATTEMPTING TO COLLECT OR ENFORCE THE OBLIGATIONS
UNDER THE CREDIT AGREEMENT (COLLECTIVELY, THE "EXPENSES").
TO THE EXTENT THAT
THE AGENT HAS NOT BEEN REIMBURSED FOR ANY EXPENSES, EACH BANK SEVERALLY AGREES
TO PAY TO THE AGENT SUCH BANK'S RATABLE SHARE (AS DETERMINED BASED UPON
OUTSTANDING LOANS) OF THE AMOUNT OF SUCH EXPENSES.
15.
SURVIVAL OF COVENANTS.
EACH OF THE
COVENANTS CONTAINED HEREIN SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY THE BANKS
AND THE AGENT, AND SHALL SURVIVE THE EFFECTIVE DATE AND CONTINUE IN FULL FORCE
AND EFFECT SO LONG AS THE LOANS REMAIN OUTSTANDING.
THE INDEMNIFICATION
OBLIGATIONS OF THE BORROWER PROVIDED HEREIN SHALL SURVIVE THE PAYMENT OF THE
LOANS.
16.
JOINDER AGREEMENTS.
UPON THE EFFECTIVE
DATE, THE JOINDER AGREEMENTS DATED AS OF DECEMBER 24, 2008 EXECUTED BY EACH OF
GKK 2 HAROLD MEZZ LLC, GKK 292 MADISON MEZZ
14
LLC AND GKK 885 THIRD MEZZ LLC (COLLECTIVELY, THE "JOINDER PARTIES") SHALL BE OF
NO FURTHER FORCE AND EFFECT AND THE JOINDER PARTIES RELEASED.
17.
REAFFIRMATIONS.
OBLIGORS ACKNOWLEDGE,
REAFFIRM AND AGREE THAT PRIOR TO THE EFFECTIVE DATE:
(A)
THAT THE LOAN DOCUMENTS CONSTITUTE VALID
AND LEGALLY BINDING OBLIGATIONS OF EACH OF THE OBLIGORS PARTY THERETO, AND THAT
EACH OF THE LOAN DOCUMENTS IS ENFORCEABLE AGAINST EACH OF THE OBLIGORS PARTY
THERETO, IN ACCORDANCE WITH THEIR TERMS OR AT LAW AND EQUITY, AS THE