NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS
EXISTENCE, RIGHTS, LICENSES, PERMITS AND FRANCHISES NECESSARY TO COMPLY WITH ALL
LEGAL REQUIREMENTS APPLICABLE TO IT AND THE PROPERTY EXCEPT WHERE THE FAILURE TO
SO COMPLY WOULD NOT
54
REASONABLY BE EXPECTED TO HAVE AND DOES NOT HAVE A MATERIAL ADVERSE EFFECT.
BORROWER SHALL AT ALL TIMES COMPLY WITH PRESCRIBED LAWS.
THERE SHALL NEVER BE
COMMITTED BY BORROWER, AND BORROWER SHALL NOT KNOWINGLY PERMIT ANY OTHER PERSON
IN OCCUPANCY OF OR INVOLVED WITH THE OPERATION OR USE OF THE PROPERTY TO COMMIT,
ANY ACT OR OMISSION AFFORDING THE FEDERAL GOVERNMENT OR ANY STATE OR LOCAL
GOVERNMENT THE RIGHT OF FORFEITURE AS AGAINST ANY MATERIAL PART OF THE PROPERTY
OR ANY MONIES PAID IN PERFORMANCE OF BORROWER'S OBLIGATIONS UNDER ANY OF THE
LOAN DOCUMENTS.
BORROWER HEREBY COVENANTS AND AGREES NOT TO COMMIT, KNOWINGLY
PERMIT OR SUFFER TO EXIST ANY ACT OR OMISSION AFFORDING SUCH RIGHT OF
FORFEITURE.
BORROWER SHALL AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL
FRANCHISES AND TRADE NAMES AND PRESERVE ALL THE REMAINDER OF ITS PROPERTY USED
IN THE CONDUCT OF ITS BUSINESS AND SHALL KEEP THE PROPERTY IN GOOD WORKING ORDER
AND REPAIR, AND FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL REASONABLY
NECESSARY REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND IMPROVEMENTS THERETO,
ALL AS MORE FULLY SET FORTH IN THE MORTGAGE, IN EACH CASE WHERE THE FAILURE TO
DO SO WOULD NOT REASONABLY BE EXPECTED TO RESULT IN, AND DOES NOT RESULT IN A
MATERIAL ADVERSE EFFECT.
BORROWER SHALL KEEP THE PROPERTY INSURED AT ALL TIMES
TO SUCH EXTENT AND AGAINST SUCH RISKS, AND MAINTAIN LIABILITY AND SUCH OTHER
INSURANCE, AS IS MORE FULLY SET FORTH IN THIS AGREEMENT.
5.1.3
NOTICE OF LITIGATION AND CERTAIN OCCURRENCES.
BORROWER SHALL GIVE PROMPT
WRITTEN NOTICE TO LENDER OF ANY LITIGATION OR PROCEEDING ASSERTED AGAINST
BORROWER OR THE PROPERTY OR ANY PART THEREOF WHICH WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
5.1.4
SINGLE PURPOSE ENTITY.
BORROWER HEREBY REPRESENTS AND WARRANTS TO, AND
COVENANTS WITH, LENDER THAT SINCE THE DATE OF ITS FORMATION (EXCEPT WITH RESPECT
TO ANY REPRESENTATION OR WARRANTY BELOW THAT IS QUALIFIED BY REFERENCE TO "FROM
AND AFTER THE DATE HEREOF") AND AT ALL TIMES ON AND AFTER THE DATE THEREOF AND
UNTIL SUCH TIME AS THE OBLIGATIONS SHALL BE PAID AND PERFORMED OR OTHERWISE
SATISFIED IN FULL:
(A)
BORROWER HAS NOT CONDUCTED ANY BUSINESS OR OWNED, DOES NOT OWN
AND SHALL NOT OWN ANY ASSET OR PROPERTY OTHER THAN (I) THE PROPERTY AND
(II) INCIDENTAL PERSONAL PROPERTY NECESSARY OR APPROPRIATE FOR THE OPERATION OF
THE PROPERTY;
(B)
BORROWER'S PURPOSE IS SOLELY TO OWN, HOLD, LEASE, OPERATE,
FINANCE AND MANAGE THE PROPERTY, ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
THE LOAN DOCUMENTS WITH LENDER, TO SELL, EXCHANGE, TRANSFER, REFINANCE OR
OTHERWISE DISPOSE OF THE PROPERTY TO THE EXTENT PERMITTED UNDER THE LOAN
DOCUMENTS AND TRANSACTING ANY AND ALL LAWFUL ACT OR ACTIVITY, AND TO EXERCISE
ANY POWER PERMITTED TO LIMITED LIABILITY