ANY GUARANTOR OF ITS OBLIGATIONS UNDER ANY GUARANTY OR INDEMNITY AGREEMENT
EXECUTED IN CONNECTION WITH THE LOAN AND EACH SUCH GUARANTOR EXECUTES, WITHOUT
ANY COST OR EXPENSE TO LENDER, SUCH DOCUMENTS AND AGREEMENTS AS LENDER SHALL
REASONABLY REQUIRE TO EVIDENCE AND EFFECTUATE THE RATIFICATION OF EACH SUCH
GUARANTY AGREEMENT, PROVIDED THAT IF NEW BORROWER OR A PARTY ASSOCIATED WITH NEW
BORROWER APPROVED BY LENDER IN ITS REASONABLE DISCRETION ASSUMES THE OBLIGATIONS
OF THE CURRENT GUARANTOR UNDER ITS GUARANTY AND NEW BORROWER OR SUCH PARTY
ASSOCIATED WITH NEW BORROWER, AS APPLICABLE, EXECUTES, WITHOUT ANY COST OR
EXPENSE TO LENDER, A NEW GUARANTY IN SIMILAR FORM AND SUBSTANCE TO THE EXISTING
GUARANTY AND OTHERWISE SATISFACTORY TO LENDER, THEN LENDER SHALL RELEASE THE
CURRENT GUARANTOR FROM ALL OBLIGATIONS ARISING UNDER ITS GUARANTY AFTER THE
CLOSING OF SUCH PROPOSED LOAN ASSUMPTION; AND
(XI)
IN THE EVENT THE APPLICABLE TRANSFER WILL RESULT IN A NEW
BORROWER OWNING THE COLLATERAL, NEW BORROWER IS A SINGLE PURPOSE ENTITY AND
LENDER RECEIVES A NON-CONSOLIDATION OPINION RELATING TO NEW BORROWER FROM NEW
BORROWER'S COUNSEL, WHICH OPINION IS IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE
TO LENDER.
SECTION 2.12.
SUMS HELD IN TRUST.
TO THE EXTENT BORROWER RECEIVES ANY SUMS IT
IS NOT OTHERWISE ENTITLED TO RECEIVE PURSUANT TO THE TERMS OF THIS AGREEMENT,
BORROWER SHALL HOLD ALL SUCH SUMS SUFFICIENT TO DISCHARGE ALL SUMS DUE OR TO
BECOME DUE ON THE DEBT, IN TRUST FOR USE IN PAYMENT OF THE DEBT.
SECTION 2.13.
NOTIFICATION OF DEFAULTS.
BORROWER SHALL PROMPTLY (AND IN ALL
EVENTS WITHIN ONE (1) BUSINESS DAY OF OBTAINING KNOWLEDGE THEREOF) NOTIFY LENDER
OF THE OCCURRENCE OF ANY DEFAULT UNDER THE MORTGAGE LOAN OR OF THE OCCURRENCE OF
ANY EVENT, WHICH BUT FOR THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH,
WOULD CONSTITUTE A DEFAULT UNDER THE MORTGAGE LOAN.
SECTION 2.14.
COMPLIANCE WITH MORTGAGE LOAN DOCUMENTS.
BORROWER SHALL CAUSE
OWNER TO COMPLY WITH ALL OF THE TERMS, COVENANTS AND CONDITIONS SET FORTH IN THE
MORTGAGE LOAN DOCUMENTS, NOTWITHSTANDING ANY WAIVER OR FUTURE AMENDMENT OF SUCH
COVENANTS BY MORTGAGE LENDER.
BORROWER ACKNOWLEDGES THAT THE OBLIGATION TO
COMPLY WITH SUCH COVENANTS IS SEPARATE FROM, AND MAY BE ENFORCED INDEPENDENTLY
FROM, THE OBLIGATIONS OF OWNER UNDER THE MORTGAGE LOAN DOCUMENTS, AND, TO THE
EXTENT SUCH TERM, COVENANTS AND CONDITIONS REQUIRE ANY CONSENTS, APPROVALS OR
WAIVERS BY MORTGAGE LENDER, LENDER SHALL HAVE THE SAME RIGHTS TO CONSENT,
APPROVE OR WAIVE.
THE PROVISIONS OF SECTIONS 3.01, 4.01, 7.02(A) THROUGH (C)
AND 8.01 OF THE MORTGAGE ARE HEREBY INCORPORATED BY REFERENCE AS IF FULLY
RESTATED HEREIN AND SHALL CONSTITUTE THE DIRECT OBLIGATION OF BORROWER TO EITHER
PERFORM OR TO CAUSE OWNER TO PERFORM SUCH COVENANTS ON BEHALF OF LENDER.
SECTION 2.15.
NO CHANGE OF ACCOUNTS.
BORROWER SHALL NOT PERMIT OWNER TO CHANGE
THE RENT ACCOUNTS OR THE CENTRAL ACCOUNT (AS SUCH TERMS ARE DEFINED IN THE
MORTGAGE), WITHOUT THE
21
PRIOR WRITTEN CONSENT OF LENDER AND MORTGAGE LENDER.
SECTION 2.16.
CONFIRMATION OF LOAN DOCUMENTS, ETC.
(A)
AFTER REQUEST BY
LENDER, BORROWER,