BY THE ADMINISTRATIVE AGENT OR THE OFFICER MAKING THE SALE OR THE
PROCEEDS OF SUCH SALE SHALL BE A SUFFICIENT DISCHARGE TO THE PURCHASER OR
PURCHASERS OF THE RATE CAP COLLATERAL SO SOLD, AND SUCH PURCHASER OR PURCHASERS
SHALL NOT BE OBLIGATED TO SEE TO THE APPLICATION OF ANY PART OF THE PURCHASE
MONEY PAID OVER TO THE ADMINISTRATIVE AGENT OR SUCH OFFICER OR BE ANSWERABLE IN
ANY WAY FOR THE MISAPPLICATION OR NON-APPLICATION THEREOF.
7.7
Maintenance of the Property.
(1)
MAINTENANCE OF MORTGAGED PROPERTY.
THE
BORROWER AND MORTGAGED PROPERTY OWNERS SHALL KEEP AND MAINTAIN, OR CAUSE TO BE
KEPT AND MAINTAINED, THE MORTGAGED PROPERTY AND EVERY PART THEREOF IN GOOD
CONDITION AND REPAIR, SUBJECT TO ORDINARY WEAR AND TEAR, AND, SUBJECT TO
EXCUSABLE DELAYS AND THE PROVISIONS OF THIS AGREEMENT WITH RESPECT TO DAMAGE OR
DESTRUCTION CAUSED BY A CASUALTY OR CONDEMNATION, SHALL NOT PERMIT OR COMMIT ANY
WASTE, IMPAIRMENT, OR DETERIORATION OF ANY PORTION OF THE MORTGAGED PROPERTY IN
ANY MATERIAL RESPECT. THE BORROWER AND MORTGAGE PROPERTY OWNERS FURTHER COVENANT
TO DO ALL OTHER ACTS WHICH FROM
57
THE CHARACTER OR USE OF THE MORTGAGED PROPERTY MAY BE REASONABLY NECESSARY TO
PROTECT THE SECURITY HEREOF, THE SPECIFIC ENUMERATIONS HEREIN NOT EXCLUDING THE
GENERAL. THE BORROWER SHALL NOT DEMOLISH ANY IMPROVEMENT ON THE MORTGAGED
PROPERTY EXCEPT AS THE SAME MAY BE NECESSARY IN CONNECTION WITH AN ALTERATION OR
A RESTORATION IN CONNECTION WITH A CONDEMNATION OR CASUALTY, OR AS OTHERWISE
PERMITTED HEREIN, IN EACH CASE IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREOF.
(2)
ALTERATIONS AND EXPANSIONS.
WITHOUT THE
CONSENT OF THE ADMINISTRATIVE AGENT, NEITHER THE BORROWER NOR ANY MORTGAGED
PROPERTY OWNER SHALL PERFORM OR UNDERTAKE OR CONSENT TO THE PERFORMANCE OR
UNDERTAKING OF (I) ANY ALTERATION OR EXPANSION WHICH, EITHER DURING THE
ALTERATION OR EXPANSION OR UPON COMPLETION, COULD REASONABLY BE EXPECTED TO HAVE
A PORTFOLIO MATERIAL ADVERSE EFFECT OR ADVERSELY AFFECT THE ANNUAL MORTGAGED
PROPERTY NET OPERATING INCOME, OR (II) ANY MATERIAL ALTERATION OR MATERIAL
EXPANSION.
7.8
Books and Records, Financial Statements,
Reports and Other Information.
(1)
BOOKS AND RECORDS.
THE BORROWER SHALL KEEP
AND MAINTAIN ON A FISCAL YEAR BASIS PROPER BOOKS AND RECORDS IN WHICH ACCURATE
AND COMPLETE ENTRIES SHALL BE MADE OF ALL DEALINGS OR TRANSACTIONS OF OR IN
RELATION TO THE LOAN, THE MORTGAGED PROPERTY AND THE BUSINESS AND AFFAIRS OF THE
BORROWER RELATING TO THE MORTGAGED PROPERTY WHICH SHALL REFLECT ALL ITEMS OF
INCOME AND EXPENSE IN CONNECTION WITH THE OPERATION ON AN INDIVIDUAL BASIS OF
THE MORTGAGED PROPERTY AND IN CONNECTION WITH ANY SERVICES, EQUIPMENT OR
FURNISHINGS PROVIDED IN CONNECTION WITH THE OPERATION OF THE MORTGAGED PROPERTY,
IN ACCORDANCE WITH GAAP. THE ADMINISTRATIVE AGENT AND ITS AUTHORIZED
REPRESENTATIVES SHALL HAVE THE RIGHT AT REASONABLE TIMES AND UPON REASONABLE
NOTICE TO EXAMINE THE BOOKS AND RECORDS OF THE BORROWER RELATING TO THE
OPERATION OF THE MORTGAGED PROPERTY AND TO MAKE SUCH COPIES OR EXTRACTS THEREOF
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE.
(2)
FINANCIAL STATEMENTS.
(A)
QUARTERLY/MONTHLY REPORTS.
THE BORROWER SHALL