Securitization Opinions. In the event the Loan is included as an asset of a Securitization by Lender or any of its Affiliates, Borrower shall, within fifteen (15) Business Days after Lender’s written request therefor, at Lender’s sole cost and expense, deliver opinions in form and substance and delivered by counsel reasonably acceptable to Lender and the Rating Agency, as may be reasonably required by Lender and/or the Rating Agency in connection with such securitization. Borrower’s failure to deliver the opinions required hereby within such fifteen (15) Business Day period shall constitute an “Event of Default” hereunder. Notwithstanding the foregoing, in no event shall Borrower be required to deliver a “10b-5 opinion” in connection with any Securitization. Notwithstanding the foregoing, Borrower shall, upon demand, reimburse Lender for up to $10,000 of the cost incurred by Lender pursuant to the terms of this Section 7.26 and Lender shall only be obligated to pay reasonable costs and expenses upon receipt of detailed billing information containing the description of services rendered, attorneys’ billing rates, number of hours worked and other information as Lender may reasonably require.
Appears in 3 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.)
Securitization Opinions. In the event the Loan is included as an asset of a Securitization by Lender or any of its Affiliates, Borrower shall, within fifteen (15) Business Days after Lender’s written request therefor, at Lender’s sole cost and expense, deliver opinions in form and substance and delivered by counsel reasonably acceptable to Lender and the Rating Agency, as may be reasonably required by Lender and/or the Rating Agency in connection with such securitization. Borrower’s failure to deliver the opinions required hereby within such fifteen (15) Business Day period shall constitute an “Event of Default” hereunder. Notwithstanding the foregoing, in no event shall Borrower be required to deliver a “10b-5 opinion” in connection with any Securitization. Notwithstanding the foregoing, Borrower shall, upon demand, reimburse Lender for up to $10,000 of the cost incurred by Lender pursuant to the terms of this Section 7.26 18.29 and Lender shall only be obligated to pay reasonable costs and expenses upon receipt of detailed billing information containing the description of services rendered, attorneys’ billing rates, number of hours worked and other information as Lender may reasonably requireexpenses.
Appears in 2 contracts
Samples: Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)