PERMITTED UNDER THIS
AGREEMENT), AND (B) THE VALIDITY AND PRIORITY OF THE LIENS OF THE MORTGAGE, THE
ASSIGNMENT OF LEASES AND THE IP ASSIGNMENTS, SUBJECT ONLY TO LIENS PERMITTED
HEREUNDER (INCLUDING PERMITTED ENCUMBRANCES AND PERMITTED IP ENCUMBRANCES), IN
EACH CASE AGAINST THE CLAIMS OF ALL PERSONS WHOMSOEVER.
BORROWERS SHALL
REIMBURSE LENDER FOR ANY ACTUAL LOSSES, ACTUAL COSTS, ACTUAL DAMAGES (EXCLUDING
LOST PROFITS, DIMINUTION IN VALUE AND OTHER CONSEQUENTIAL DAMAGES) OR REASONABLE
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) INCURRED BY
LENDER IF AN INTEREST IN ANY PROPERTY OR THE IP, OTHER THAN AS PERMITTED
HEREUNDER, IS CLAIMED BY ANOTHER PERSON.
5.1.14
COSTS OF ENFORCEMENT.
IN THE EVENT (A) THAT THE MORTGAGE IS
FORECLOSED IN WHOLE OR IN PART OR THAT THE MORTGAGE IS PUT INTO THE HANDS OF AN
ATTORNEY FOR COLLECTION, SUIT, ACTION OR FORECLOSURE, (B) OF THE FORECLOSURE OF
ANY MORTGAGE PRIOR TO OR SUBSEQUENT TO THE MORTGAGE IN WHICH PROCEEDING LENDER
IS MADE A PARTY, OR (C) OF THE BANKRUPTCY, INSOLVENCY, REHABILITATION OR OTHER
SIMILAR PROCEEDING IN RESPECT OF ANY BORROWER OR ANY OF ITS CONSTITUENT MEMBERS
OR AN ASSIGNMENT BY ANY BORROWER OR ANY OF ITS CONSTITUENT MEMBERS FOR THE
BENEFIT OF ITS CREDITORS AND LENDER INCURS COSTS IN CONNECTION WITH ANY SUCH
PROCEEDING AS A DIRECT OR INDIRECT RESULT OF THE LOAN, THEN, IN ANY OF THE
FOREGOING INSTANCES, EACH BORROWER, ON BEHALF OF ITSELF AND ITS SUCCESSORS OR
ASSIGNS, SHALL BE CHARGEABLE WITH AND SHALL PAY ALL ACTUAL OUT-OF-POCKET COSTS
OF COLLECTION AND DEFENSE, INCLUDING ATTORNEYS' FEES AND COSTS, INCURRED BY
LENDER OR ANY BORROWER IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY
APPELLATE PROCEEDING OR POST-JUDGMENT ACTION INVOLVED THEREIN.
5.1.15
ESTOPPEL STATEMENT.
(A) AFTER REQUEST BY LENDER FROM TIME
TO TIME, BUT IN NO EVENT MORE THAN TWO (2) TIMES IN ANY TWELVE (12) MONTH PERIOD
EXCEPT IN CONNECTION WITH A SECURITIZATION, BORROWERS SHALL WITHIN TEN (10)
BUSINESS DAYS FURNISH LENDER WITH A STATEMENT, DULY ACKNOWLEDGED AND CERTIFIED,
SETTING FORTH (I) THE ORIGINAL PRINCIPAL AMOUNT OF THE LOAN, (II) THE
OUTSTANDING PRINCIPAL BALANCE, (III) THE APPLICABLE INTEREST RATE OF THE LOAN,
(IV) THE DATE AN INSTALLMENT OF INTEREST WAS LAST PAID, (V) ANY OFFSETS OR, TO
THE BEST OF EACH BORROWER'S ACTUAL KNOWLEDGE, DEFENSES TO THE PAYMENT OF THE
DEBT, IF ANY, AND (VI) THAT THE NOTE, THIS AGREEMENT, THE MORTGAGE AND THE OTHER
LOAN DOCUMENTS ARE VALID, LEGAL AND BINDING OBLIGATIONS OF BORROWERS AND HAVE
NOT BEEN MODIFIED OR, IF MODIFIED, GIVING PARTICULARS OF SUCH MODIFICATION.
(B)
AFTER REQUEST BY BORROWERS, BUT IN NO EVENT
MORE THAN TWO (2) TIMES IN ANY TWELVE (12) MONTH PERIOD, LENDER SHALL WITHIN TEN
(10) BUSINESS DAYS FURNISH BORROWERS WITH A STATEMENT, DULY ACKNOWLEDGED AND
CERTIFIED, STATING (I) THE OUTSTANDING PRINCIPAL BALANCE, (II) THE APPLICABLE
INTEREST RATE, (III) THE DATE AN INSTALLMENT OF INTEREST WAS
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LAST PAID, AND (IV) WHETHER OR NOT LENDER HAS SENT ANY NOTICE OF DEFAULT UNDER
THE LOAN DOCUMENTS WHICH REMAINS UNCURED IN THE OPINION OF LENDER.
(C)
BORROWERS