GIVE LENDER THE RIGHT, AT LENDER'S SOLE
COST AND EXPENSE, TO HAVE THE PROPERTIES REAPPRAISED ON AN ANNUAL BASIS;
(II)
DELIVER UPDATED FINANCIAL AND OPERATING STATEMENTS (AS MAY BE
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.1.10 HEREOF) AND OTHER
INFORMATION REASONABLY REQUIRED BY LENDER (AS MAY BE REQUIRED TO BE DELIVERED
PURSUANT TO SECTION 5.1.10 HEREOF) TO FACILITATE THE SYNDICATION;
(III)
USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER RELIANCE LETTERS
REASONABLY SATISFACTORY TO LENDER WITH RESPECT TO THE ENVIRONMENTAL ASSESSMENTS
AND REPORTS DELIVERED TO LENDER PRIOR TO THE CLOSING DATE, AT
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LENDER'S SOLE COST AND EXPENSE, WHICH WILL RUN TO LENDER AND ITS SUCCESSORS AND
ASSIGNS;
(IV)
SUBJECT TO THE TERMS OF SECTION 9.7.4, IF LENDER ELECTS, IN ITS SOLE
DISCRETION, PRIOR TO OR UPON A SYNDICATION, TO SPLIT THE LOAN INTO TWO (2) OR
MORE PARTS, OR THE NOTE INTO MULTIPLE COMPONENT NOTES OR TRANCHES WHICH MAY HAVE
DIFFERENT INTEREST RATES, PRINCIPAL AMOUNTS, MATURITIES, AND PRIORITIES,
BORROWER AGREES TO REASONABLY COOPERATE WITH LENDER IN CONNECTION WITH THE
FOREGOING AND, SUBJECT IN ALL CASES TO THE APPLICABLE PROVISIONS OF SECTION 9.5
HEREOF, TO EXECUTE THE REQUIRED MODIFICATIONS AND AMENDMENTS TO THE NOTE, THIS
AGREEMENT AND THE LOAN DOCUMENTS AND TO PROVIDE OPINIONS NECESSARY TO EFFECTUATE
THE SAME. SUCH NOTES OR COMPONENTS OR TRANCHES MAY BE ASSIGNED DIFFERENT
INTEREST RATES, SO LONG AS THE WEIGHTED AVERAGE OF SUCH INTEREST RATES DOES NOT
EXCEED THE APPLICABLE INTEREST RATE (EXCEPT FOR ANY DEVIATION ATTRIBUTABLE TO
THE IMPOSITION OF ANY RATE OF INTEREST AT THE DEFAULT RATE OR PREPAYMENTS
PURSUANT TO SECTION 2.3.2 OR 2.3.3 HEREOF);
(V)
SUBJECT TO THE TERMS OF SECTION 9.5 HEREOF, EXECUTE SUCH OTHER
MODIFICATIONS TO THE LOAN DOCUMENTS REASONABLY REQUIRED BY THE CO-LENDERS; AND
(VI)
AMEND THE ORGANIZATIONAL DOCUMENTS OF MEZZANINE A BORROWER AND
MEZZANINE A PRINCIPAL TO "OPT INTO" ARTICLE 8 OF THE UCC AND IN CONNECTION
THEREWITH, CERTIFICATE THE INTERESTS COMPRISING THE COLLATERAL, DELIVER SUCH
CERTIFICATES TO LENDER IN ACCORDANCE WITH THE PLEDGE AGREEMENT AND DELIVER TO
LENDER "SPRINGING CONTROL" ENDORSEMENTS (OR THE EQUIVALENT THEREOF) TO THE UCC
TITLE INSURANCE POLICY.
9.7.4
Payment of Agent's, and Co-Lender's Expenses.
All third party costs and expenses and out-of-pocket expenses incurred by Lender
in connection with this Agreement and the Syndication shall be paid by Lender
(except as otherwise expressly set forth herein). These shall include, but not
be limited to, fees and disbursements of legal counsel, accountants, and other
professionals retained by Lender and fees and expenses incurred for producing
any offering documents or any other materials (including travel by Lender and
its agents, design, printing, photograph and document production costs). Solely
for the purposes of this Section 9.7, Lender shall reimburse Borrower for all of
its actual out-of-pocket costs and expenses (other than the fees and expenses of
Borrower's counsel) that Borrower incurs in connection with complying with a
request made by Lender under this Section 9.7 in connection with a Syndication.
Notwithstanding the foregoing, the provisions of this paragraph shall in no way
limit or