(OTHER THAN SUCH
AMOUNTS TO BE PAID OR REIMBURSED BY TENANTS UNDER THE LEASES) OVER THE THRESHOLD
AMOUNT AND, IF CASH, U.S. OBLIGATIONS OR OTHER SECURITIES, MAY BE APPLIED FROM
TIME TO TIME, AT THE OPTION OF BORROWER TO PAY FOR SUCH ALTERATIONS.
AT THE
OPTION OF LENDER, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, LENDER MAY TERMINATE ANY OF THE ALTERATIONS AND USE THE
DEPOSIT TO RESTORE THE PROPERTY TO THE EXTENT NECESSARY TO PREVENT ANY MATERIAL
ADVERSE EFFECT ON THE VALUE OF THE PROPERTY.
5.1.22
OPERATION OF PROPERTY. (A) BORROWER SHALL CAUSE THE PROPERTY
TO BE OPERATED, IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH THE PROPERTY
MANAGEMENT AGREEMENT (OR REPLACEMENT MANAGEMENT AGREEMENT) AS APPLICABLE.
IN
THE EVENT THAT THE PROPERTY MANAGEMENT AGREEMENT EXPIRES OR IS TERMINATED
(WITHOUT LIMITING ANY OBLIGATION OF BORROWER TO OBTAIN LENDER'S CONSENT TO ANY
TERMINATION OR MODIFICATION OF THE PROPERTY MANAGEMENT AGREEMENT IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT), BORROWER SHALL PROMPTLY ENTER
INTO A REPLACEMENT MANAGEMENT AGREEMENT WITH PROPERTY MANAGER OR ANOTHER
QUALIFYING PROPERTY MANAGER, AS APPLICABLE.
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(B)
BORROWER SHALL:
(I) PROMPTLY PERFORM AND/OR
OBSERVE, IN ALL MATERIAL RESPECTS, ALL OF THE COVENANTS AND AGREEMENTS REQUIRED
TO BE PERFORMED AND OBSERVED BY IT UNDER THE PROPERTY MANAGEMENT AGREEMENT AND
DO ALL THINGS NECESSARY TO PRESERVE AND TO KEEP UNIMPAIRED ITS MATERIAL RIGHTS
THEREUNDER; (II) PROMPTLY NOTIFY LENDER OF ANY MATERIAL DEFAULT UNDER THE
PROPERTY MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; AND (III) ENFORCE THE
PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS AND AGREEMENTS REQUIRED TO BE
PERFORMED AND/OR OBSERVED BY PROPERTY MANAGER UNDER THE PROPERTY MANAGEMENT
AGREEMENT, IN A COMMERCIALLY REASONABLE MANNER.
5.1.23
SUPPLEMENTAL MORTGAGE AFFIDAVITS. AS OF THE DATE HEREOF,
BORROWER REPRESENTS THAT IT HAS PAID OR HAS DEPOSITED WITH THE TITLE COMPANY
ISSUING THE TITLE INSURANCE POLICY FUNDS SUFFICIENT TO PAY ALL STATE, COUNTY AND
MUNICIPAL RECORDING AND ALL OTHER TAXES IMPOSED UPON THE EXECUTION AND
RECORDATION OF THE MORTGAGE.
IF AT ANY TIME LENDER DETERMINES, BASED ON
APPLICABLE LAW, THAT LENDER IS NOT BEING AFFORDED THE MAXIMUM AMOUNT OF SECURITY
AVAILABLE FROM THE PROPERTY AS A DIRECT OR INDIRECT RESULT OF APPLICABLE TAXES
NOT HAVING BEEN PAID WITH RESPECT TO THE PROPERTY, BORROWER AGREES THAT BORROWER
WILL EXECUTE, ACKNOWLEDGE AND DELIVER TO LENDER, WITHIN FIFTEEN (15) DAYS OF
LENDER'S REQUEST, SUPPLEMENTAL AFFIDAVITS INCREASING THE AMOUNT OF THE DEBT
ATTRIBUTABLE TO THE PROPERTY FOR WHICH ALL APPLICABLE TAXES HAVE BEEN PAID TO AN
AMOUNT DETERMINED BY LENDER TO BE EQUAL TO THE LESSER OF (A) THE GREATER OF THE
FAIR MARKET VALUE OF THE PROPERTY (I) AS OF THE DATE HEREOF AND (II) AS OF THE
DATE SUCH SUPPLEMENTAL AFFIDAVITS ARE TO BE DELIVERED TO LENDER, AND (B) THE
AMOUNT OF THE DEBT ATTRIBUTABLE TO THE PROPERTY, AND BORROWER SHALL, ON DEMAND,
PAY ANY ADDITIONAL TAXES.
SECTION 5.2
NEGATIVE COVENANTS.
FROM THE
CLOSING DATE UNTIL PAYMENT AND PERFORMANCE IN FULL OF ALL OBLIGATIONS OF
BORROWER UNDER THE LOAN DOCUMENTS