REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 2.11.
UPDATES OF REPRESENTATIONS.
BORROWER SHALL DELIVER TO LENDER
WITHIN TEN (10) DAYS OF THE REQUEST OF LENDER AN OFFICER'S CERTIFICATE UPDATING
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECURITY INSTRUMENT
AND THE OTHER LOAN DOCUMENTS AND CERTIFYING THAT ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS,
AS UPDATED PURSUANT TO SUCH OFFICER'S CERTIFICATE, ARE TRUE, ACCURATE AND
COMPLETE AS OF THE DATE OF SUCH OFFICER'S CERTIFICATE.
NOTWITHSTANDING THE
FOREGOING, PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
BORROWER SHALL NOT BE REQUIRED TO DELIVER THE FOREGOING OFFICER'S CERTIFICATE
MORE THAN THREE (3) TIMES DURING THE TERM OF THE LOAN.
FOR THE AVOIDANCE OF
DOUBT, LENDER ACKNOWLEDGES AND AGREES THAT IT SHALL NOT BE THE BASIS OF A
DEFAULT OR EVENT OF DEFAULT HEREUNDER IF ANY REPRESENTATION THAT WAS TRUE WHEN
MADE CEASES TO CONTINUE TO BE TRUE THEREAFTER (UNLESS AND ONLY TO THE EXTENT
THAT THE SAME CONSTITUTES A BREACH OF A COVENANT HEREUNDER OR AN "EVENT OF
DEFAULT" AS EXPRESSLY DEFINED IN SECTION 13.01 HEREOF).
SECTION 2.12.
MAJOR CONTRACTS.
BORROWER SHALL NOT ENTER INTO ANY NEW MAJOR
CONTRACTS OR AMEND ANY EXISTING MAJOR CONTRACTS WITHOUT, IN EACH INSTANCE, FIRST
OBTAINING LENDER'S PRIOR CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD.
NOTWITHSTANDING THE FOREGOING, LENDER HEREBY APPROVES JEFFREY
CHODOROW OR ANY ENTITY CONTROLLED BY JEFFREY CHODOROW AS A RESTAURANT AND BAR
OPERATOR FOR THE BARS AND RESTAURANTS SITUATED AT THE PREMISES, BUT RESERVES THE
RIGHT TO APPROVE ANY ECONOMIC TERMS OF ANY NEW MAJOR CONTRACTS WITH JEFFREY
CHODOROW OR ANY ENTITY CONTROLLED BY JEFFREY CHODOROW UNLESS SUCH NEW MAJOR
CONTRACTS ARE ON TERMS WHICH ARE SUBSTANTIALLY THE SAME OR MORE FAVORABLE TO THE
PROPERTY THAN THE TERMS OF THE APPLICABLE MAJOR CONTRACTS IN EFFECT PRIOR TO THE
AMENDMENT OR RENEWAL THEREOF, IN WHICH CASE SUCH NEW MAJOR CONTRACTS SHALL BE
DEEMED APPROVED BY LENDER.
SECTION 2.13.
GROUND LEASE.
(A) BORROWER WILL COMPLY IN ALL MATERIAL RESPECTS
WITH THE TERMS AND CONDITIONS OF THE GROUND LEASE.
BORROWER WILL NOT DO OR
PERMIT ANYTHING TO BE DONE, THE DOING OF WHICH, OR REFRAIN FROM DOING ANYTHING,
THE OMISSION OF WHICH, WILL IMPAIR THE SECURITY OF THE LEASEHOLD PREMISES UNDER
THE GROUND LEASE OR WILL BE GROUNDS FOR DECLARING A FORFEITURE OF THE GROUND
LEASE.
(B)
BORROWER SHALL ENFORCE THE GROUND LEASE AND WILL NOT TERMINATE,
MODIFY, CANCEL, CHANGE, SUPPLEMENT, ALTER OR AMEND THE GROUND LEASE, OR WAIVE,
EXCUSE, CONDONE OR IN ANY WAY RELEASE OR DISCHARGE GROUND LESSOR OF OR FROM ANY
OF THE MATERIAL COVENANTS AND CONDITIONS TO BE PERFORMED OR OBSERVED BY GROUND
LESSOR.
BORROWER DOES HEREBY BARGAIN, SELL, ASSIGN AND SET OVER TO LENDER, ALL
OF BORROWER'S INTERESTS IN THE GROUND LEASE.
THE ASSIGNMENT OF BORROWER'S
INTEREST SET FORTH IN THIS SECTION 2.13(B) IS AN ABSOLUTE, UNCONDITIONAL AND
PRESENT ASSIGNMENT FROM BORROWER TO LENDER AND NOT AN ASSIGNMENT FOR SECURITY
AND THE EXISTENCE OR EXERCISE OF