or any of the other Loan Documents by Borrower. All
representations, warranties, covenants and agreements made in this Agreement or
in the other Loan Documents by Borrower shall be deemed to have been relied upon
by Lender notwithstanding any investigation heretofore or hereafter made by
Lender or on its behalf.
V.
BORROWER COVENANTS
Section 5.1
Affirmative Covenants.
From the date hereof and until payment and performance in full of all
obligations of Borrower under the Loan Documents or the earlier release of the
Lien encumbering the Collateral (and all related obligations) in accordance with
the terms of this Agreement and the other Loan Documents, Borrower hereby
covenants and agrees with Lender that:
5.1.1
Existence; Compliance with Legal Requirements.
(A)
BORROWER SHALL DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE, RIGHTS,
LICENSES, PERMITS AND FRANCHISES, AND SHALL COMPLY, OR CAUSE MORTGAGE BORROWER
AND MEZZANINE A BORROWER, AS APPLICABLE TO COMPLY IN ALL MATERIAL RESPECTS, WITH
ALL LEGAL REQUIREMENTS APPLICABLE TO IT, THE COLLATERAL, THE MEZZANINE A
COLLATERAL, ANY MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED
MORTGAGE BORROWER ENTITY, ANY MEZZANINE A PRINCIPAL'S GENERAL PARTNER INTEREST
IN THE RELATED MEZZANINE A BORROWER ENTITY AND THE PROPERTIES. THERE SHALL NEVER
BE COMMITTED BY BORROWER, AND BORROWER SHALL NOT PERMIT OR CAUSE MORTGAGE
BORROWER TO PERMIT ANY OTHER PERSON IN OCCUPANCY OF OR INVOLVED WITH THE
OPERATION OR USE OF THE PROPERTIES ANY ACT OR OMISSION AFFORDING THE FEDERAL
GOVERNMENT OR ANY STATE OR LOCAL GOVERNMENT THE RIGHT OF FORFEITURE AGAINST ANY
INDIVIDUAL PROPERTY OR ANY PART THEREOF OR ANY MONIES PAID IN PERFORMANCE OF
BORROWER'S OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS. BORROWER HEREBY
COVENANTS AND AGREES NOT TO PERMIT OR CAUSE MORTGAGE BORROWER TO COMMIT, PERMIT
OR SUFFER TO EXIST ANY ACT OR OMISSION AFFORDING SUCH RIGHT OF FORFEITURE.
BORROWER SHALL AT ALL TIMES CAUSE MORTGAGE BORROWER TO MAINTAIN, PRESERVE AND
PROTECT ALL MATERIAL FRANCHISES AND TRADE NAMES AND PRESERVE ALL THE REMAINDER
OF ITS PROPERTY USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS AND SHALL KEEP THE
PROPERTIES IN GOOD WORKING ORDER AND REPAIR, AND FROM TIME TO TIME MAKE, OR
CAUSE TO BE MADE, ALL REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND
IMPROVEMENTS THERETO REASONABLY NECESSARY TO MAINTAIN EACH INDIVIDUAL PROPERTY
AS A FIRST CLASS LUXURY RESIDENTIAL APARTMENT BUILDING AND IN A CONDITION
SIMILAR TO OTHER FIRST CLASS LUXURY RESIDENTIAL APARTMENT BUILDINGS OF A TYPE
AND SIZE SIMILAR TO SUCH INDIVIDUAL PROPERTY, ALL AS MORE FULLY PROVIDED IN THIS
AGREEMENT.
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(B)
AFTER PRIOR WRITTEN NOTICE TO LENDER, BORROWER, AT NO EXPENSE TO
LENDER, MAY, OR MAY CAUSE MORTGAGE BORROWER TO, CONTEST BY APPROPRIATE LEGAL
PROCEEDING, PROMPTLY INITIATED AND CONDUCTED IN GOOD FAITH AND WITH DUE
DILIGENCE, THE VALIDITY OR APPLICABILITY OF ANY LEGAL REQUIREMENTS TO MORTGAGE
BORROWER, MORTGAGE BORROWER OR ANY INDIVIDUAL PROPERTY, OR THE ASSERTION OR
CLAIM BY ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON THAT BORROWER, MORTGAGE
BORROWER OR ANY INDIVIDUAL PROPERTY IS IN