THE LESSOR UNDER
THE AIR RIGHTS LEASE.
47
(B)
LEASEHOLD BORROWER SHALL, AT ITS SOLE COST AND EXPENSE, PROMPTLY
AND TIMELY PERFORM AND OBSERVE ALL MATERIAL TERMS, COVENANTS AND CONDITIONS
REQUIRED TO BE PERFORMED AND OBSERVED BY LEASEHOLD BORROWER IN ITS CAPACITY AS
THE LESSEE UNDER THE AIR RIGHTS LEASE.
4.1.20
REOA. THE BORROWER HEREBY COVENANTS AND AGREES WITH LENDER WITH
RESPECT TO THE REOA AS FOLLOWS:
(A)
FEE BORROWER SHALL PAY ALL CHARGES AND OTHER SUMS TO BE PAID BY
FEE BORROWER PURSUANT TO THE TERMS OF THE REOA AS THE SAME SHALL BECOME DUE AND
PAYABLE AND PRIOR TO THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD THEREIN
PROVIDED. AFTER PRIOR WRITTEN NOTICE TO LENDER, FEE BORROWER, AT ITS SOLE COST
AND EXPENSE, MAY CONTEST BY APPROPRIATE LEGAL PROCEEDING, CONDUCTED IN GOOD
FAITH AND WITH DUE DILIGENCE, THE AMOUNT OR VALIDITY OR APPLICATION IN WHOLE OR
IN PART OF ANY CHARGES OR OTHER SUMS REQUIRED TO BE PAID BY FEE BORROWER
PURSUANT TO THE REOA, PROVIDED THAT (I) NO EVENT OF DEFAULT HAS OCCURRED AND IS
THEN CONTINUING; (II) SUCH PROCEEDING SHALL BE PERMITTED UNDER AND BE CONDUCTED
IN ACCORDANCE WITH THE PROVISIONS OF THE REOA AND ANY OTHER INSTRUMENT TO WHICH
FEE BORROWER IS SUBJECT OR BY WHICH THE PROPERTY IS BOUND AND SHALL NOT
CONSTITUTE A DEFAULT THEREUNDER AND SUCH PROCEEDING SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE STATUTES, LAWS AND ORDINANCES; (III) THE PROPERTY
AND NO PART THEREOF OR INTEREST THEREIN WILL BE IN DANGER OF BEING SOLD,
FORFEITED, TERMINATED, CANCELLED OR LOST; (IV) THE REOA WILL NOT BE IN DANGER OF
BEING TERMINATED; (V) FEE BORROWER SHALL PROMPTLY UPON FINAL DETERMINATION
THEREOF PAY THE AMOUNT OF ANY SUCH CHARGES, TOGETHER WITH ALL COSTS, INTEREST
AND PENALTIES WHICH MAY BE PAYABLE IN CONNECTION THEREWITH; (VI)
UNLESS THE
CHARGES OR OTHER SUMS HAVE BEEN PREVIOUSLY PAID, SUCH PROCEEDING SHALL SUSPEND
THE COLLECTION OF SUCH CHARGES FROM FEE BORROWER AND THE PROPERTY; AND (VII) FEE
BORROWER SHALL FURNISH SUCH SECURITY AS MAY BE REQUIRED IN THE PROCEEDING TO
INSURE THE PAYMENT OF ANY SUCH CHARGES, TOGETHER WITH ALL INTEREST AND PENALTIES
THEREON;
(B)
FEE BORROWER SHALL COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL OF
THE TERMS, COVENANTS AND CONDITIONS ON THE FEE BORROWER'S PART TO BE COMPLIED
WITH PURSUANT TO TERMS OF THE REOA;
(C)
FEE BORROWER SHALL TAKE ALL ACTIONS AS MAY BE NECESSARY FROM TIME
TO TIME TO PRESERVE AND MAINTAIN THE REOA IN ACCORDANCE WITH APPLICABLE LAWS,
RULES AND REGULATIONS;
(D)
FEE BORROWER SHALL ENFORCE, IN A COMMERCIALLY REASONABLY MANNER,
THE OBLIGATIONS TO BE PERFORMED BY THE PARTIES TO THE REOA (OTHER THAN FEE
BORROWER);
(E)
FEE BORROWER SHALL PROMPTLY FURNISH TO LENDER ANY NOTICE OF
DEFAULT OR OTHER COMMUNICATION DELIVERED IN CONNECTION WITH THE REOA BY ANY
PARTY TO THE REOA OR ANY THIRD-PARTY OTHER THAN ROUTINE CORRESPONDENCE AND
INVOICES; AND
(F)
IF LENDER, ITS NOMINEE, DESIGNEE, SUCCESSOR, OR ASSIGNEE ACQUIRES
TITLE AND/OR RIGHTS OF FEE BORROWER UNDER THE REOA BY REASON