BETWEEN SENIOR MANAGEMENT AND ADVISORS OF BORROWER AND GUARANTOR,
AND PROPOSED ELIGIBLE ASSIGNEES, (B) ASSISTANCE IN THE PREPARATION OF
INFORMATION MEMORANDA AND OTHER MARKETING MATERIALS TO BE USED IN CONNECTION
WITH SECONDARY MARKET TRANSACTIONS, (C) THE HOSTING, WITH LENDER, OF ONE OR MORE
MEETINGS OF PROSPECTIVE ELIGIBLE ASSIGNEES AND (D) FINANCIAL PROJECTIONS (MADE
IN GOOD FAITH BASED UPON REASONABLE ASSUMPTIONS) AS TO THE FUTURE FINANCIAL
PERFORMANCE OF BORROWER AND THE PROPERTY; AND
(III)
EXECUTE SUCH
AMENDMENTS TO THE LOAN DOCUMENTS AS MAY BE REASONABLY REQUESTED BY ANY LENDER
PARTY OR POTENTIAL ELIGIBLE ASSIGNEE OR AS TO OTHERWISE EFFECT ANY SECONDARY
MARKET TRANSACTION; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE REQUIRED TO
MODIFY OR AMEND ANY LOAN DOCUMENT IF SUCH MODIFICATION OR AMENDMENT WOULD CHANGE
THE INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF PRINCIPAL SET
FORTH IN THE NOTE OR THAT WOULD IN ANY RESPECT INCREASE BORROWER'S MONETARY
OBLIGATIONS OR INCREASE IN ANY RESPECT (OTHER THAN TO A DE MINIMIS EXTENT)
BORROWER'S OTHER OBLIGATIONS OR REDUCE IN ANY MATERIAL RESPECT BORROWER'S
RIGHTS.
SUBJECT TO THE FOREGOING, THE AFOREMENTIONED AMENDMENTS MAY INCLUDE,
WITHOUT LIMITATION:
115
(A)
SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11.20(A),
SPLITTING THE LOAN INTO TWO OR MORE ADDITIONAL COMPONENTS AND/OR OR NOTES;
AND/OR
(B)
AMENDING THE LOAN DOCUMENTS TO MEMORIALIZE ANY SECONDARY MARKET
TRANSACTION ENTERED INTO IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF
(WHICH SUCH AMENDMENTS MAY INCLUDE, WITHOUT LIMITATION, PROVISIONS RELATING TO
THE RIGHTS AND OBLIGATIONS OF BORROWER, GUARANTOR, LENDER, ADMINISTRATIVE AGENT
AND ELIGIBLE ASSIGNEE(S) AS PROVIDED HEREIN).
LENDER SHALL REIMBURSE BORROWER FOR ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY BORROWER IN CONNECTION WITH ITS SATISFACTION OF ITS
OBLIGATIONS PURSUANT TO THIS SECTION 11.20.
NOTWITHSTANDING THE PROVISIONS OF
THIS SECTION 11.20, BORROWER SHALL NOT BE RESPONSIBLE FOR ANY ADDITIONAL TAXES,
RESERVES, ADJUSTMENTS, OR ANY COSTS FOR AN ASSIGNMENT OF OR PARTICIPATION IN ALL
OR A PORTION OF THE LOAN (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES), OR OTHER COSTS OR EXPENSES (EXCEPT FOR BORROWER'S OWN COSTS AND EXPENSES,
PROVIDED, THAT, BORROWER SHALL ONLY BE RESPONSIBLE FOR THE PAYMENT OF ITS OWN
COSTS UP TO $15,000 AND ANY COSTS INCURRED IN EXCESS OF $15,000 (WHEN AGGREGATED
WITH THOSE INCURRED PURSUANT TO SECTION 11.15) SHALL BE REIMBURSED PRO RATA BY
THE LENDERS) THAT ARISE AS A RESULT OF ANY TRANSFER OF THE LOAN OR ANY INTEREST
OR PARTICIPATION THEREIN OR FROM THE EXECUTION OF THE COMPONENT NOTES
CONTEMPLATED BY SECTION 11.20, INCLUDING, WITHOUT LIMITATION, ANY MORTGAGE TAX,
EXCEPT TO THE EXTENT OTHERWISE PERMITTED IN THIS ARTICLE XI.
ARTICLE XII - INDEMNIFICATIONS
SECTION 12.1
GENERAL INDEMNIFICATION.
Except to the extent caused by the actual willful misconduct or gross
negligence of the Indemnified Parties, Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all Losses imposed upon or incurred by or
asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any one or