TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE
INDEBTEDNESS.
SECTION 8.21.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
SECTION 8.22.
ESTOPPEL CERTIFICATES.
AGENT, BORROWER AND EACH LENDER
HEREBY AGREE AT ANY TIME AND FROM TIME TO TIME UPON NOT LESS THAN FIFTEEN (15)
DAYS PRIOR WRITTEN NOTICE BY BORROWER OR SUCH LENDER TO EXECUTE, ACKNOWLEDGE AND
DELIVER TO THE PARTY SPECIFIED IN SUCH NOTICE, A STATEMENT, IN WRITING,
CERTIFYING THAT THIS AGREEMENT IS UNMODIFIED AND IN FULL FORCE AND EFFECT (OR IF
THERE HAVE BEEN MODIFICATIONS, THAT THE SAME, AS MODIFIED, IS IN FULL FORCE AND
EFFECT AND STATING THE MODIFICATIONS HERETO), AND STATING WHETHER OR NOT, TO THE
KNOWLEDGE OF SUCH CERTIFYING PARTY, ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS THEN CONTINUING, AND, IF SO, SPECIFYING EACH SUCH DEFAULT OR EVENT OF
DEFAULT; PROVIDED, HOWEVER, THAT IT SHALL BE A CONDITION
111
PRECEDENT TO ANY LENDER'S OBLIGATION TO DELIVER THE STATEMENT PURSUANT TO THIS
SECTION 8.22, THAT SUCH LENDER SHALL HAVE RECEIVED, TOGETHER WITH BORROWER'S
REQUEST FOR SUCH STATEMENT, AN OFFICER'S CERTIFICATE STATING THAT, TO THE
KNOWLEDGE OF BORROWER, NO DEFAULT OR EVENT OF DEFAULT EXISTS AS OF THE DATE OF
SUCH CERTIFICATE (OR SPECIFYING SUCH DEFAULT OR EVENT OF DEFAULT).
SECTION 8.23.
PAYMENT OF EXPENSES.
BORROWER SHALL PAY ALL TRANSACTION
COSTS, WHICH SHALL INCLUDE, WITHOUT LIMITATION, (A) REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES OF AGENT IN CONNECTION WITH (I) THE NEGOTIATION, PREPARATION,
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE DOCUMENTS AND INSTRUMENTS
REFERRED TO THEREIN; (II) THE CREATION, PERFECTION OR PROTECTION OF LENDERS'
LIENS IN THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES FOR
TITLE AND LIEN SEARCHES OR AMENDED OR REPLACEMENT MORTGAGES, UCC FINANCING
STATEMENTS OR COLLATERAL SECURITY INSTRUMENTS, TITLE INSURANCE PREMIUMS AND
FILING AND RECORDING FEES, THIRD PARTY DUE DILIGENCE EXPENSES FOR THE PROPERTY
PLUS TRAVEL EXPENSES, ACCOUNTING FIRM FEES, COSTS OF THE APPRAISALS,
ENVIRONMENTAL REPORTS (AND AN ENVIRONMENTAL CONSULTANT), AND THE ENGINEERING
REPORTS AND COSTS AND FEES INCURRED IN CONNECTION WITH ARRANGING, SETTING UP,
SERVICING AND MAINTAINING THE ACCOUNT COLLATERAL); (III) THE NEGOTIATION,
PREPARATION, EXECUTION AND DELIVERY OF ANY AMENDMENT, WAIVER, RESTRUCTURING OR
CONSENT RELATING TO ANY OF THE LOAN DOCUMENTS, AND (IV) THE PRESERVATION OF
RIGHTS UNDER AND ENFORCEMENT OF THE LOAN DOCUMENTS AND THE DOCUMENTS AND
INSTRUMENTS REFERRED TO THEREIN, INCLUDING ANY COMMUNICATIONS OR DISCUSSIONS
RELATING TO ANY ACTION THAT BORROWER SHALL FROM TIME TO TIME REQUEST AGENT TO
TAKE, AS WELL AS ANY RESTRUCTURING OR RESCHEDULING OF THE INDEBTEDNESS, (B) THE
REASONABLE FEES, EXPENSES AND OTHER CHARGES OF COUNSEL TO AGENT IN CONNECTION
WITH ALL OF THE FOREGOING, (C) ALL REASONABLE FEES AND EXPENSES OF EACH OF THE
SERVICER APPOINTED PURSUANT TO SECTION 8.9(B) AND COLLATERAL AGENT AND ITS
RESPECTIVE COUNSEL AND (D) AGENT'S (OR, WHERE REASONABLY DEEMED NECESSARY BY
AGENT, ANY OTHER LENDER'S) REASONABLE OUT-OF-POCKET TRAVEL EXPENSES