THE INFORMATION SUPPLIED BY,
OR ON BEHALF OF, BORROWER AND BORROWER INDEMNIFIES LENDER AS TO ANY LIABILITIES,
OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES,
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND EXPENSES, WHETHER
INCURRED WITHIN OR OUTSIDE THE JUDICIAL PROCESS) THAT ARISE OUT OF OR ARE BASED
UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT
CONTAINED IN SUCH INFORMATION OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR
ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN SUCH
INFORMATION OR NECESSARY IN ORDER TO MAKE THE STATEMENTS IN SUCH INFORMATION, OR
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(C)
LENDER, AT ITS OPTION, MAY ELECT TO EFFECT A SECURITIZATION BY
MEANS OF THE ISSUANCE OF CERTIFICATES OF INTEREST THEREIN OR NOTES SECURED
THEREBY (THE "SECURITIES") RATED BY ONE OR MORE RATING AGENCIES.
IN SUCH EVENT
AND UPON REQUEST BY LENDER TO SEEK TO EFFECT SUCH A SECURITIZATION, BORROWER, AT
NO COST AND EXPENSE TO BORROWER SHALL PROMPTLY THEREAFTER COOPERATE IN ALL
REASONABLE RESPECTS WITH LENDER IN THE SECURITIZATION INCLUDING, WITHOUT
LIMITATION, PROVIDING SUCH INFORMATION AS MAY BE REQUESTED IN CONNECTION WITH
THE PREPARATION OF A PRIVATE PLACEMENT MEMORANDUM OR REGISTRATION STATEMENT
REQUIRED TO PRIVATELY PLACE OR PUBLICLY DISTRIBUTE THE SECURITIES IN A MANNER
WHICH DOES NOT CONFLICT WITH FEDERAL OR STATE SECURITIES LAWS.
SECTION 7.28.
EXPENSES.
BORROWER SHALL REIMBURSE LENDER UPON RECEIPT OF NOTICE
FOR ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS) INCURRED BY LENDER IN CONNECTION WITH (I) THE PREPARATION,
NEGOTIATION, EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED THEREBY (OTHER THAN, EXCEPT AS SPECIFICALLY SET
FORTH HEREIN, PARTICIPATIONS, ASSIGNMENTS BY LENDER OR A SECURITIZATION); (II)
BORROWER'S, ITS AFFILIATES' AND LENDER'S ONGOING PERFORMANCE UNDER AND
COMPLIANCE WITH THE LOAN DOCUMENTS, INCLUDING CONFIRMING COMPLIANCE WITH
ENVIRONMENTAL AND INSURANCE REQUIREMENTS; (III) UNLESS OTHERWISE SET FORTH
HEREIN, THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF
ANY CONSENTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS OF OR UNDER ANY LOAN
DOCUMENT AND ANY OTHER DOCUMENTS OR MATTERS REQUESTED BY LENDER; (IV) FILING AND
RECORDING OF ANY LOAN DOCUMENTS; (V) SURVEYS, INSPECTIONS AND APPRAISALS; (VI)
ENFORCING OR PRESERVING ANY RIGHTS, IN RESPONSE TO THIRD PARTY CLAIMS OR THE
PROSECUTING OR DEFENDING OF ANY ACTION OR PROCEEDING OR OTHER LITIGATION, IN
EACH CASE AGAINST, UNDER OR AFFECTING BORROWER, OWNER, THE LOAN DOCUMENTS, THE
COLLATERAL, THE PREMISES, OR ANY OTHER SECURITY GIVEN FOR THE LOAN; AND (VII)
ENFORCING ANY OBLIGATIONS OF OR COLLECTING ANY PAYMENTS DUE FROM BORROWER, OR
53
OWNER UNDER ANY LOAN DOCUMENT OR WITH RESPECT TO THE COLLATERAL, THE PREMISES OR
IN CONNECTION WITH ANY REFINANCING OR RESTRUCTURING OF THE LOAN IN THE NATURE OF
A "WORK-OUT", OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS.
ANY COSTS AND
EXPENSES DUE AND PAYABLE TO LENDER HEREUNDER WHICH ARE NOT PAID BY BORROWER
WITHIN TEN (10) DAYS AFTER DEMAND MAY BE PAID FROM ANY AMOUNTS IN THE LOCKBOX
ACCOUNT.
THE