IT IS A PARTY, OR ANY MATERIAL
CONTRACTS (TO THE EXTENT APPLICABLE), LEASES, LEGAL REQUIREMENTS, GOVERNMENTAL
APPROVALS OR ANY PERMITTED EXCEPTIONS, OR THE EQUITY CONTRIBUTION DOCUMENTS,
(III) MODIFY, AMEND OR SUPPLEMENT ANY PERMITTED EXCEPTION IN A MANNER ADVERSE IN
ANY MATERIAL RESPECT TO THE INTERESTS OF AGENT OR LENDERS, (IV) IMPOSE OR PERMIT
OR SUFFER THE IMPOSITION OF ANY MATERIAL RESTRICTIONS, COVENANTS OR EASEMENTS
UPON THE MORTGAGED PROPERTY (OTHER THAN THE PERMITTED EXCEPTIONS), (V) EXECUTE
OR FILE ANY SUBDIVISION PLAT AFFECTING THE MORTGAGED PROPERTY, (VI) INSTITUTE,
OR PERMIT THE INSTITUTION OF, PROCEEDINGS
92
TO ALTER ANY TAX LOT COMPRISING THE MORTGAGED PROPERTY EXCEPT AS CONTEMPLATED BY
SECTION 7.43 HEREOF WITH RESPECT TO LOT 15 AND IN CONNECTION WITH THE
CONDOMINIUM DOCUMENTS, (VII) PERMIT OR SUFFER THE MORTGAGED PROPERTY TO BE USED
BY THE PUBLIC OR ANY PERSON IN SUCH MANNER AS MIGHT MAKE POSSIBLE A CLAIM OF
ADVERSE USAGE OR POSSESSION OR OF ANY IMPLIED DEDICATION OR IMPLIED EASEMENT, OR
(VIII) ENTER INTO ANY ZONING LOT MERGER AGREEMENT OR SIMILAR AGREEMENT AFFECTING
THE MORTGAGED PROPERTY.
(B)
EXCEPT FOR THE CONSTRUCTION OF THE PREMISES IN ACCORDANCE WITH THE
TERMS OF THE PROJECT LOAN DOCUMENTS, NOT CAUSE, SUFFER OR PERMIT, WITHOUT
AGENT'S PRIOR APPROVAL (I) ANY MATERIAL ALTERATION OF THE IMPROVEMENTS EXCEPT AS
PERMITTED BY THE TERMS OF ANY PERMITTED LEASES OR (II) ANY DEMOLITION OR REMOVAL
OF ANY PORTION OF THE IMPROVEMENTS OR THE PERSONAL PROPERTY, EXCEPT FOR THE
REMOVAL IN THE ORDINARY COURSE OF BUSINESS OF ITEMS WHICH ARE OBSOLETE OR THE
REMOVAL OF WHICH WAS MADE FOR GOOD-FAITH BUSINESS REASONS AND SHALL NOT
ADVERSELY AFFECT THE USE, OPERATION OR VALUE OF THE MORTGAGED PROPERTY.
SECTION 7.24
LABORERS, SUBCONTRACTORS AND MATERIALMEN.
TO NOTIFY
AGENT IMMEDIATELY IF BORROWER RECEIVES ANY WRITTEN DEFAULT NOTICE, NOTICE OF
LIEN OR DEMAND FOR PAST DUE PAYMENT FROM ANY LABORER, SUBCONTRACTOR OR
MATERIALMEN.
IN ADDITION, AT ANY TIME THAT ANY MATERIAL DISPUTE WITH ANY THIRD
PARTY TO A MATERIAL CONTRACT SHALL COMMENCE, BORROWER SHALL ADVISE AGENT OF THE
SAME IN REASONABLE DETAIL AND KEEP AGENT REASONABLY INFORMED AS OF THE STATUS
THEREOF.
SECTION 7.25
[INTENTIONALLY OMITTED]
SECTION 7.26
COMPLY WITH OTHER PROJECT LOAN DOCUMENTS.
TO PERFORM
(AND TO CAUSE EACH MEMBER TO PERFORM) ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER PROJECT LOAN DOCUMENTS AND ALL OTHER DOCUMENTS
EVIDENCING OR SECURING THE PROJECT LOAN (TO THE EXTENT EACH IS A PARTY THERETO).
SECTION 7.27
[INTENTIONALLY OMITTED]
SECTION 7.28
ILLEGAL ACTIVITIES.
NOT TO KNOWINGLY PERMIT ANY
PORTION OF THE MORTGAGED PROPERTY TO BE PURCHASED, IMPROVED, CONSTRUCTED,
FIXTURED, EQUIPPED OR FURNISHED WITH PROCEEDS OF ANY CRIMINAL OR OTHER ILLEGAL
ACTIVITY.
SECTION 7.29
INDEMNIFICATION.
(A)
TO DEFEND, INDEMNIFY AND HOLD
HARMLESS EACH INDEMNIFIED PARTY FROM AND AGAINST, AND TO REIMBURSE THE AFFECTED
INDEMNIFIED PARTY FOR, ANY AND ALL LOSSES, CLAIMS, DAMAGES, JUDGMENTS, COSTS,
EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS), LIABILITIES,
FINES, PENALTIES AND CHARGES (COLLECTIVELY, THE "LOSSES"), WHICH ARE OR MAY BE
IMPOSED, OR SUSTAINED BY, SUCH INDEMNIFIED PARTY BY REASON OF ANY MATTER ARISING