change in any Loan
Party's condition, financial or otherwise, or of the occurrence of any Default
or Event of Default of which Borrower has Actual Knowledge.
5.1.6
Cooperate in Legal Proceedings.
Borrower shall, and shall cause Mortgage Borrower to, cooperate in all
reasonable respects with Lender with respect to any proceedings before any
court, board or other Governmental Authority which may in any way adversely
affect the rights of Lender hereunder or any rights obtained by Lender under any
of the other Loan Documents and, in connection therewith, Borrower shall, and
shall cause Mortgage Borrower to, permit Lender, at its election, to participate
in any such proceedings.
5.1.7
Award and Insurance Benefits.
Borrower shall cooperate in all reasonable respects with Lender in obtaining for
Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably
payable in connection with any Individual Property, and Lender shall be
reimbursed for any expenses reasonably incurred in connection therewith
(including reasonable out-of-pocket attorneys' fees and disbursements, and the
payment by Borrower of the expense of an appraisal on behalf of Lender in case
of Casualty or Condemnation affecting any Individual Property or any
part thereof) out of such Award or Insurance Proceeds; provided, however, that
in no event shall Borrower be obligated to pay for more than one (1) appraisal
in connection with any single Casualty or Condemnation.
5.1.8
Further Assurances.
Borrower shall, at Borrower's sole cost and expense:
(A)
FURNISH TO LENDER ALL INSTRUMENTS,
DOCUMENTS, BOUNDARY SURVEYS, FOOTING OR FOUNDATION SURVEYS, CERTIFICATES, PLANS
AND SPECIFICATIONS, APPRAISALS, TITLE AND OTHER INSURANCE REPORTS AND AGREEMENTS
RELATING TO THE COLLATERAL, THE MEZZANINE A COLLATERAL, ANY MORTGAGE PRINCIPAL'S
GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER
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ENTITY, ANY MEZZANINE A PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED
MEZZANINE A BORROWER ENTITY, ANY INDIVIDUAL PROPERTY, AND EACH AND EVERY OTHER
DOCUMENT, CERTIFICATE, AGREEMENT AND INSTRUMENT REQUIRED TO BE FURNISHED BY
BORROWER PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS;
(B)
EXECUTE AND DELIVER TO LENDER SUCH CUSTOMARY
DOCUMENTS, INSTRUMENTS, CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO
SUCH OTHER CUSTOMARY ACTS NECESSARY OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR
PROTECT THE COLLATERAL AT ANY TIME SECURING OR INTENDED TO SECURE THE
OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS, AS LENDER MAY REASONABLY
REQUIRE, INCLUDING, WITHOUT LIMITATION, THE AUTHORIZATION OF LENDER TO FILE ANY
UCC FINANCING STATEMENTS AND DELIVERY OF CONDOMINIUM PROXIES; AND
(C)
DO AND EXECUTE ALL AND SUCH FURTHER LAWFUL,
CUSTOMARY AND REASONABLE ACTS, CONVEYANCES AND ASSURANCES FOR THE BETTER AND
MORE EFFECTIVE CARRYING OUT OF THE INTENTS AND PURPOSES OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AS LENDER SHALL REASONABLY REQUIRE FROM TIME TO TIME.
5.1.9
Mortgage and Intangible Taxes.
Borrower shall pay all State, county and municipal recording, intangible, and
all other taxes (other than income, inheritance or franchise taxes) imposed upon
the execution of the Pledge Agreement and the filing of the UCC Financing
Statements and/or upon the execution and delivery of the Note.
5.1.10
Financial Reporting.
(A)
BORROWER WILL KEEP AND