5.1.10(J)
HEREOF), WITH ANY OTHER OR ADDITIONAL FINANCIAL STATEMENTS, OR FINANCIAL,
STATISTICAL OR OPERATING INFORMATION, AS LENDER SHALL REASONABLY DETERMINE TO BE
REQUIRED PURSUANT TO REGULATION S-K OR REGULATION S-X, AS APPLICABLE, REGULATION
AB OR ANY AMENDMENT, MODIFICATION OR REPLACEMENT THERETO OR OTHER LEGAL
REQUIREMENTS IN CONNECTION WITH ANY DISCLOSURE DOCUMENT OR ANY EXCHANGE ACT
FILING IN CONNECTION WITH OR RELATING TO A SECURITIZATION OR AS SHALL OTHERWISE
BE REASONABLY REQUESTED BY THE LENDER.
(O)
IN THE EVENT LENDER REASONABLY DETERMINES,
IN CONNECTION WITH A SECURITIZATION, THAT THE FINANCIAL STATEMENTS REQUIRED IN
ORDER TO COMPLY WITH REGULATION S-K OR REGULATION S-X, AS APPLICABLE, REGULATION
AB OR OTHER LEGAL REQUIREMENTS ARE OTHER THAN AS PROVIDED HEREIN, THEN
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 5.1.10(M) AND 5.1.10(N) HEREOF (BUT
SUBJECT TO THE LAST SENTENCE OF SECTION 5.1.10(J) HEREOF), LENDER MAY REQUEST,
AND BORROWER SHALL PROMPTLY PROVIDE, SUCH OTHER FINANCIAL STATEMENTS AS LENDER
DETERMINES TO BE NECESSARY OR APPROPRIATE FOR SUCH COMPLIANCE.
(P)
LENDER SHALL HAVE THE RIGHT FROM TIME TO
TIME AT ALL TIMES DURING NORMAL BUSINESS HOURS UPON REASONABLE ADVANCE WRITTEN
NOTICE TO EXAMINE SUCH BOOKS, RECORDS AND ACCOUNTS AT THE OFFICE OF BORROWER,
MORTGAGE BORROWER OR ANY OTHER PERSON MAINTAINING SUCH BOOKS, RECORDS AND
ACCOUNTS AND TO MAKE SUCH COPIES OR EXTRACTS THEREOF AS LENDER SHALL REASONABLY
REQUIRE. AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
BORROWER SHALL PAY ANY COSTS AND EXPENSES INCURRED BY LENDER TO EXAMINE
BORROWER'S ACCOUNTING RECORDS WITH RESPECT TO THE COLLATERAL, THE MEZZANINE A
COLLATERAL, ANY MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED
MORTGAGE BORROWER ENTITY, ANY MEZZANINE A PRINCIPAL'S GENERAL PARTNER INTEREST
IN THE RELATED MEZZANINE A BORROWER ENTITY AND THE PROPERTIES OR ANY LOAN PARTY,
AS LENDER SHALL REASONABLY DETERMINE TO BE NECESSARY OR APPROPRIATE IN THE
PROTECTION OF LENDER'S INTEREST.
93
5.1.11
Business and Operations.
Borrower will cause Mortgage Borrower to continue to engage in the businesses
presently conducted by it as and to the extent the same are necessary for the
ownership, maintenance, management and operation of the Properties. Each
Borrower Entity shall cause the applicable Mortgage Borrower Entity to remain in
good standing under the laws of the State in which the Individual Property owned
by such Mortgage Borrower Entity is located, to the extent required for the
ownership, maintenance, management and operation of such Individual Property.
5.1.12
Costs of Enforcement.
In the event (a) that Lender exercises any of its rights or remedies under the
Pledge Agreement or any other Loan Document as and when permitted thereby or
(b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of Borrower or any of its constituent Persons or an assignment by
Borrower or any of its constituent Persons for the benefit of its creditors,
Borrower, its successors or assigns, shall be chargeable with and agrees to pay
all costs of collection and defense, including reasonable out-of-pocket
attorneys' fees and costs, incurred by Lender or Borrower in connection
therewith and in connection with any