OF FORECLOSURE OF
THE MORTGAGE, DEED-IN-LIEU OF FORECLOSURE OR OTHERWISE, SUCH PARTY SHALL
(X) SUCCEED TO ALL OF THE RIGHTS OF AND BENEFITS ACCRUING TO FEE BORROWER UNDER
THE REOA, AND (Y) BE ENTITLED TO EXERCISE ALL OF THE RIGHTS AND BENEFITS
ACCRUING TO FEE BORROWER UNDER THE REOA. AT SUCH TIME AS LENDER SHALL
48
REQUEST, FEE BORROWER AGREES TO EXECUTE AND DELIVER TO LENDER SUCH DOCUMENTS AS
LENDER AND ITS COUNSEL MAY REASONABLY REQUIRE IN ORDER TO INSURE THAT THE
PROVISIONS OF THIS SECTION WILL BE VALIDLY AND LEGALLY ENFORCEABLE AND EFFECTIVE
AGAINST FEE BORROWER AND ALL PARTIES CLAIMING BY, THROUGH, UNDER OR AGAINST FEE
BORROWER.
4.1.21
REQUIRED REPAIRS. BORROWER SHALL PERFORM THE REPAIRS AT THE PROPERTY
DESCRIBED ON SCHEDULE II HERETO (SUCH REPAIRS HEREINAFTER REFERRED TO AS
"REQUIRED REPAIRS"). BORROWER SHALL COMPLETE THE REQUIRED REPAIRS WITHIN THE
APPLICABLE TIME FRAMES SET FORTH IN SCHEDULE II.
SECTION 4.2
BORROWER NEGATIVE COVENANTS.
BORROWER COVENANTS AND
AGREES WITH LENDER THAT:
4.2.1
DUE ON SALE AND ENCUMBRANCE; TRANSFERS OF INTERESTS.
WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
ARTICLE VIII HEREOF, NEITHER BORROWER NOR ANY OTHER PERSON HAVING A DIRECT OR
INDIRECT OWNERSHIP OR BENEFICIAL INTEREST IN BORROWER SHALL SELL, CONVEY,
MORTGAGE, GRANT, BARGAIN, ENCUMBER, PLEDGE, ASSIGN OR TRANSFER ANY INTEREST,
DIRECT OR INDIRECT, IN BORROWER, THE PROPERTY OR ANY PART THEREOF, WHETHER
VOLUNTARILY OR INVOLUNTARILY, IN VIOLATION OF THE COVENANTS AND CONDITIONS SET
FORTH IN THE MORTGAGE AND THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING,
PROVIDED THE MEZZANINE LOAN IS OUTSTANDING, MEZZANINE BORROWER SHALL BE
PERMITTED TO PLEDGE ITS DIRECT OR INDIRECT EQUITY INTEREST IN BORROWER TO
MEZZANINE LENDER.
4.2.2
LIENS.
SUBJECT TO SECTION 3.6(B) OF THE MORTGAGE, BORROWER SHALL
NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY PORTION OF THE
PROPERTY EXCEPT FOR PERMITTED ENCUMBRANCES, UNLESS SUCH LIEN IS DISCHARGED OR
OTHERWISE REMOVED AS A LIEN FROM THE PROPERTY WITHIN THIRTY (30) DAYS AFTER
BORROWER FIRST HAS KNOWLEDGE OF SUCH LIEN; PROVIDED, HOWEVER, THAT THE EXISTENCE
OF LIENS RESULTING FROM MECHANICS OR MATERIALMEN HIRED BY A TENANT SHALL NOT
CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT HEREUNDER PROVIDED SUCH LIEN IS
SUBORDINATE TO THE MORTGAGE AND SO LONG AS BORROWER IS DILIGENTLY TAKING ALL
COMMERCIALLY REASONABLE ACTION TO ENFORCE THE OBLIGATION OF SUCH TENANT TO CAUSE
SUCH LIEN TO BE REMOVED.
4.2.3
DISSOLUTION.
BORROWER SHALL NOT, WITHOUT LENDER'S PRIOR CONSENT,
(I) ENGAGE IN ANY DISSOLUTION, LIQUIDATION OR CONSOLIDATION OR MERGER WITH OR
INTO ANY OTHER BUSINESS ENTITY, (II) ENGAGE IN ANY BUSINESS ACTIVITY NOT RELATED
TO THE OWNERSHIP, OPERATION AND REFINANCING OF THE PROPERTY, (III) TRANSFER,
LEASE OR SELL, IN ONE TRANSACTION OR ANY COMBINATION OF TRANSACTIONS, ALL OR
SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF BORROWER EXCEPT TO THE EXTENT
EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS, OR (IV) CAUSE, PERMIT OR SUFFER ANY
SPC PARTY TO (A) DISSOLVE, WIND UP OR LIQUIDATE OR TAKE ANY ACTION, OR OMIT TO
TAKE AN ACTION, AS A RESULT OF WHICH