ANY ACTION, OR PERMIT ANY ACTION TO BE TAKEN, THAT
WOULD CAUSE THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.05(B) OF THIS
AGREEMENT TO BECOME UNTRUE OR INACCURATE AT ANY TIME DURING THE TERM OF THE
LOANS.
EACH BORROWER ENTITY SHALL NOTIFY AGENT PROMPTLY AFTER OBTAINING
KNOWLEDGE THAT THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.05(B) OF THIS
AGREEMENT MAY NO LONGER BE ACCURATE OR THAT ANY OTHER VIOLATION OF THE FOREGOING
LEGAL REQUIREMENTS HAS OCCURRED OR IS BEING INVESTIGATED BY ANY GOVERNMENTAL
AUTHORITY.
IN CONNECTION WITH SUCH AN EVENT, EACH BORROWER ENTITY SHALL COMPLY
WITH ALL LEGAL REQUIREMENTS AND DIRECTIVES OF GOVERNMENTAL AUTHORITIES AND, AT
AGENT'S REQUEST, PROVIDE TO AGENT COPIES OF ALL NOTICES, REPORTS AND OTHER
COMMUNICATIONS EXCHANGED WITH, OR RECEIVED FROM, GOVERNMENTAL AUTHORITIES
RELATING TO SUCH EVENT.
BORROWER SHALL ALSO REIMBURSE AGENT AND LENDERS FOR ALL
ACTUAL REASONABLE EXPENSES INCURRED BY AGENT IN EVALUATING THE EFFECT OF SUCH AN
EVENT ON THE LOANS AND THE COLLATERAL FOR THE LOANS, IN OBTAINING ANY NECESSARY
LICENSE FROM GOVERNMENTAL AUTHORITIES AS MAY BE NECESSARY FOR AGENT TO ENFORCE
ITS RIGHTS UNDER THE LOAN DOCUMENTS, AND IN COMPLYING WITH ALL LEGAL
REQUIREMENTS APPLICABLE TO AGENT OR ANY LENDER AS THE RESULT OF THE EXISTENCE OF
SUCH AN EVENT AND FOR ANY PENALTIES OR FINES IMPOSED UPON AGENT OR ANY LENDER AS
A RESULT THEREOF.
ALL SUCH EXPENSES SHALL CONSTITUTE REIMBURSABLE COSTS.
BORROWER AGREES TO CONFIRM THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION
6.05(B) HEREOF IN WRITING ON AN ANNUAL BASIS IF REQUESTED BY AGENT TO DO SO.
SECTION 7.18
TITLE.
EXCEPT TO THE EXTENT PERMITTED BY SECTION
7.39 HEREOF, TO KEEP THE MORTGAGED PROPERTY FREE AND CLEAR OF ALL LIENS, OTHER
THAN THE PERMITTED EXCEPTIONS AND THE LIENS IN FAVOR OF AGENT, FOR THE BENEFIT
OF LENDERS, AND TO WARRANT AND DEFEND AGAINST THE CLAIMS OF ALL PERSONS (A) THE
TITLE TO THE MORTGAGED PROPERTY AND EVERY PART THEREOF AND (B) THE VALIDITY AND
FIRST PRIORITY (SUBJECT ONLY TO THE PERMITTED EXCEPTIONS) OF ANY LIEN UNDER THE
SECURITY DOCUMENTS.
SECTION 7.19
MAINTAIN EXISTENCE.
(A)
TO MAINTAIN ITS EXISTENCE
IN GOOD STANDING AND MAKE NO CHANGES IN ITS ORGANIZATION OR IN ANY OF ITS
ORGANIZATIONAL DOCUMENTS (EXCEPT THAT (I) BORROWER SHALL BE PERMITTED TO
DISSOLVE AFTER ALL UNITS HAVE BEEN REDEEMED BY THE MEMBERS IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT AND THE BUILDING LOAN AGREEMENT AND (II)
BORROWER SHALL BE PERMITTED TO AMEND ITS ORGANIZATIONAL DOCUMENTS TO THE EXTENT
NECESSARY TO REFLECT THE WITHDRAWAL OF NYTC MEMBER FROM BORROWER IN CONNECTION
WITH THE NYTC UNITS REDEMPTION AND THE WITHDRAWAL OF FC MEMBER IN CONNECTION
WITH THE TRANSACTION DESCRIBED IN SECTION 7.50 HEREOF, PROVIDED THAT BORROWER
DELIVERS (OR CAUSES TO BE DELIVERED) DOCUMENTATION
90
REFLECTING SUCH CHANGES CERTIFIED IN SUCH MANNER AS AGENT MAY REASONABLY
REQUEST), AND TO CAUSE THE SAME TO BE TRUE WITH RESPECT TO THE MEMBERS AND, TO
THE EXTENT THAT A FAILURE TO OBSERVE THE FOREGOING COVENANT WOULD CONSTITUTE A
MATERIAL ADVERSE EFFECT, TO CAUSE THE SAME