Common use of Mortgage Loan Estoppels Clause in Contracts

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, shall or shall cause Mortgage Borrower to, use commercially reasonable efforts to from time to time, use reasonable efforts to obtain from the Mortgage Lender such estoppel certificates of estoppel with respect to the status of the Mortgage Loan and compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may reasonably be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such estoppel certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such estoppel certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel estoppels executed by Borrower and or Mortgage Borrower and Borrower, each expressly representing to Lender the information reasonably requested by Lender regarding the status of the Mortgage Loan and the compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies shall indemnify, defend, and hold harmless Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever Losses which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from in such estoppel certificate executed by Borrower and or Mortgage Borrower.

Mortgage Loan Estoppels. Borrower Pledgor shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower Pledgor shall not be in breach of this provision so long as Borrower Pledgor furnishes to Lender an estoppel executed by Borrower Pledgor and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially intentionally misrepresented in, in or which due to its material nature warrants disclosure and was intentionally omitted from such estoppel executed by Borrower Pledgor and Mortgage Borrower.

Mortgage Loan Estoppels. (a) After written request by Lender, Borrower shall, shall (or shall cause each Mortgage Borrower to, use commercially reasonable efforts ) from time to time, use reasonable efforts to obtain from the Mortgage Lender such estoppel certificates of estoppel with respect to the status of the Mortgage Loan and compliance by each Mortgage Borrower with the terms of the Mortgage Loan Documents as may reasonably be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such estoppel certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such estoppel certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel estoppels executed by Borrower and each Mortgage Borrower and Borrower, each expressly representing to Lender the information reasonably requested by Lender regarding the status of the Mortgage Loan and the compliance by each Mortgage Borrower with the terms of the Mortgage Loan Documents. Subject to Section 9.4 hereof, Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in any material respect by Borrower in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and the Mortgage BorrowerBorrowers.

Mortgage Loan Estoppels. Borrower shall, shall (or shall cause Mortgage Borrower to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, and Leasehold Pledgor shall (or shall cause Mortgage Borrower Owner or Operating Lessee to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then neither Borrower nor Leasehold Pledgor shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower Borrower, Leasehold Pledgor, Owner and Mortgage Borrower and Operating Lessee expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents. Each of Borrower and Leasehold Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower Borrower, Leasehold Pledgor Owner and Mortgage BorrowerOperating Lessee.

Mortgage Loan Estoppels. Borrower shall, or shall exercise any rights it may have under the JV Agreement to cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies indemnify Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by LenderAgent. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender Agent an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender Agent the information reasonably requested by Lender Agent regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender Agent and the Lenders from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent or any Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, shall (or shall cause Mortgage Borrower Owner to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower Owner with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and Owner expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower Owner with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage BorrowerOwner.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, use commercially reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the 116 terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes furnish to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable reasonably attorneys’ ' and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was intentionally omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, and Leasehold Pledgor shall (or shall cause Mortgage Borrower Owner or Operating Lessee to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then neither Borrower nor Leasehold Pledgor shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower Borrower, Leasehold Pledgor, Owner and Mortgage Borrower and Operating Lessee expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents. Each of Borrower and Leasehold Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower Borrower, Leasehold Pledgor Owner and Mortgage Borrower.Operating Lessee. -146- Mezzanine Loan Agreement

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by LenderAgent. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender Agent an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender Agent the information reasonably requested by Lender Agent regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender Agent and the Lenders from and against all out-of-pocket ofpocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent or any Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, shall (or shall cause Mortgage Borrower Owner to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower Owner with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and Owner expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower Owner with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is Mezzanine Loan Agreement brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage BorrowerOwner.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender Lender, to the best of their knowledge, the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was knowingly omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, shall (or shall cause Mortgage Borrower to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Each Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including reasonably attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially intentionally misrepresented in any material respect in, or which due to its material nature warrants disclosure and was intentionally omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies indemnify Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ ' and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in any material respect in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, and Leasehold Pledgor shall (or shall cause Mortgage Borrower Owner or Operating Lessee to), use commercially reasonable efforts from time to time, use reasonable efforts to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then neither Borrower nor Leasehold Pledgor shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower Borrower, Leasehold Pledgor, Owner and Mortgage Borrower and Operating Lessee expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower Owner and Operating Lessee with the terms of the Mortgage Loan Documents. Each of Borrower and Leasehold Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower Borrower, Leasehold Pledgor Owner and Mortgage Borrower.Operating Lessee. -158- Mezzanine Loan Agreement

Mortgage Loan Estoppels. Borrower shall, shall (or shall cause Mortgage Borrower to), from time to time, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including 122 attorneys’ ' and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented inin any material respect, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Mortgage Loan Estoppels. Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender Lender, to the best of their knowledge, the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender if and to the extent based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure to make the representation of such fact, event condition or circumstance not misleading, and was omitted from such estoppel executed by Borrower Borrower, and Mortgage Borrower.