MANAGEMENT AGREEMENT IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT),
53
BORROWER SHALL PROMPTLY ENTER INTO A REPLACEMENT MANAGEMENT AGREEMENT WITH
PROPERTY MANAGER OR ANOTHER QUALIFYING PROPERTY MANAGER, AS APPLICABLE.
(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
SECURITY INSTRUMENT.
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.
5.1.24
GROUND LEASE/DEVELOPMENT AGREEMENT.
(A)
BORROWER SHALL (I) PAY ALL RENTS, ADDITIONAL RENTS AND OTHER SUMS
REQUIRED TO BE PAID BY BORROWER, AS TENANT UNDER AND PURSUANT TO THE PROVISIONS
OF THE GROUND LEASE, (II) DILIGENTLY PERFORM AND OBSERVE ALL OF THE TERMS,
COVENANTS AND CONDITIONS OF THE GROUND LEASE AND THE DEVELOPMENT AGREEMENT ON
THE PART OF BORROWER THEREUNDER, (III) PROMPTLY NOTIFY LENDER OF THE GIVING OF
ANY NOTICE BY THE LANDLORD UNDER THE GROUND LEASE TO BORROWER OR ANY PARTY UNDER
THE DEVELOPMENT AGREEMENT OF ANY DEFAULT BY BORROWER, AS TENANT THEREUNDER, AND
DELIVER TO LENDER A TRUE COPY OF EACH SUCH NOTICE WITHIN FIVE (5) BUSINESS DAYS
OF RECEIPT AND (IV) PROMPTLY (UPON BECOMING AWARE OF) NOTIFY LENDER OF ANY
BANKRUPTCY, REORGANIZATION OR INSOLVENCY OF THE LANDLORD UNDER THE GROUND LEASE
OR OF ANY NOTICE THEREOF, AND DELIVER TO LENDER A TRUE COPY OF SUCH NOTICE
WITHIN FIVE (5) BUSINESS DAYS OF BORROWER'S RECEIPT.
BORROWER SHALL NOT,
WITHOUT THE PRIOR CONSENT OF LENDER, SURRENDER THE LEASEHOLD ESTATE CREATED BY
THE