Common use of Operation & Maintenance Clause in Contracts

Operation & Maintenance. (a) Borrower shall not cause or permit any waste of any material portion of any Property. (b) Borrower shall observe and comply with all Legal Requirements applicable to the ownership, use and operation of each Property and shall promptly commence a reasonable and good faith cure of any alleged violation of any Legal Requirements; provided that the applicable Individual Borrower may, upon providing Lender with security satisfactory to Lender (in the exercise of Lender’s reasonable judgment) and so long as during any contest the Collateral shall not be subject to any lien, charge, fine or other liability and shall not be in danger of being forfeited, lost or closed, proceed diligently and in good faith to contest the validity or applicability of any such alleged violation of Legal Requirement. (c) Borrower shall maintain each Property in good condition and promptly repair any damage or casualty (subject to the terms of this Agreement). (d) Upon reasonable prior notice (except during the existence of an Event of Default, when no prior notice shall be required), Borrower Parties and any Property Manager (if any) shall provide Lender and its agents, representatives and contractors with access to each Property from time to time (subject to the rights of Tenants) for the purposes of conducting appraisals, engineering inspections and environmental assessments of such Property (provided that Lender must have a good faith belief that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to physical condition of the subject Property and/or compliance with Legal Requirements (including Environmental Laws, as defined in the Environmental Indemnity Agreement) prior to the commencement of any post-Funding Date engineering inspection or environmental assessment or investigation with respect to that Property) and with access to Borrower’s home office for purposes of examining and copying the books and records relating to the Portfolio. The costs relating to such activities shall be paid by Lender unless (i) Lender has a good faith basis for suspecting that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to the physical condition of the subject Property and/or compliance with laws (including environmental laws), (ii) the examination of such books and records reveals that financial information submitted to Lender by Borrower Parties, Property Manager or anyone on behalf of Borrower Parties is materially inaccurate, or (iii) an Event of Default exists (or is discovered as a result of any such inspection or review), in which case the reasonable third party fees and expenses relating to such activities shall be paid by Borrower within the Demand Period. (e) All Operating Revenues shall be applied to Operating Expenses, Debt Service and reasonable and necessary capital expenditures or costs, and then, provided no Event of Default exists, to general operating purposes of Borrower, including distributions to members and/or partners of Borrower.

Operation & Maintenance. (a) Borrower shall not cause or permit any waste of any material portion of any the Property. (b) Borrower shall observe and comply in all material respects with all Legal Requirements applicable to Borrower and the ownership, use and operation of each the Property and shall promptly commence a reasonable and good faith cure of any alleged violation of any Legal Requirements; provided that the applicable Individual Borrower may, upon providing Lender with security satisfactory to Lender (in the exercise of Lender’s reasonable judgment) and so long as during any contest the Collateral shall not be subject to any lien, charge, fine or other liability and shall not be in danger of being forfeited, lost or closed, proceed diligently and in good faith to contest the validity or applicability of any such alleged violation of Legal Requirement. (c) Borrower shall maintain each the Property in good condition and promptly repair any damage or casualty (subject to the terms of this Agreement). (d) Upon reasonable prior notice (except during the existence of an Event of Default, when no prior notice shall be required), Borrower Parties will provide, and any will use commercially reasonable efforts to cause the Property Manager (if any) shall to provide Lender and its agents, representatives and contractors with access to each the Property from time to time during customary business hours (subject to the rights of Tenants) for the purposes of conducting appraisals, engineering inspections and environmental assessments of such the Property (provided that Lender must have a good faith belief that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to physical condition of the subject Property and/or compliance with Legal Requirements (including Environmental Laws, as defined in the Environmental Indemnity Agreement) prior to the commencement of any post-Funding Date engineering inspection or environmental assessment or investigation with respect to that Propertyinvestigation) and with access to Borrower’s home office for purposes of examining and copying the books and records relating to the PortfolioProperty. Borrower shall have the right to have a representative present during the course of any of the inspections conducted at the Property pursuant to the preceding sentence. The costs relating to such activities shall be paid by Lender unless (i) Lender has a good faith basis for suspecting that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to the physical condition of the subject Property and/or compliance with laws Legal Requirements (including environmental lawsEnvironmental Laws), (ii) the examination of such books and records reveals that financial information submitted to Lender by Borrower PartiesBorrower, Property Manager or anyone on behalf of Borrower Parties is materially inaccurate, or (iii) an Event of Default exists (or is discovered as a result of any such inspection or review), in which case the reasonable third party fees and expenses incurred by Lender relating to such activities shall be paid by Borrower within the Demand Period. (e) All Operating Revenues shall be applied to Operating Expenses, Debt Service and reasonable and necessary capital expenditures or costs, and then, provided no Event of Default exists, to general operating purposes of Borrower, including distributions to members and/or partners of Borrowerthe Sole Member.

Operation & Maintenance. (a) Borrower shall not not, and shall take reasonable efforts to confirm that Tenant does not, cause or permit any waste of any material portion of any the Property. (b) Borrower shall, and shall take reasonable efforts to confirm that Tenant shall, observe and comply with all Legal Requirements applicable to Borrower and the ownership, use and operation of each the Property and shall promptly commence (and cause Tenant to commence) a reasonable and good faith cure of any alleged violation of any Legal Requirements; provided that the applicable Individual Borrower may, upon providing Lender with security satisfactory to Lender (in the exercise of Lender’s reasonable judgment) and so long as during any contest the Collateral shall not be subject to any lien, charge, fine or other liability and shall not be in danger of being forfeited, lost or closed, proceed diligently and in good faith to contest the validity or applicability of any such alleged violation of Legal RequirementRequirement or take actions to cause Tenant to effect the same. (c) In the event that the Tenant under the NYC Leases fails to maintain the Property in accordance with the NYC Leases, Borrower shall take reasonable efforts to compel such Tenant to maintain the Property in accordance with the terms of the NYC Leases. If any NYC Lease is no longer in effect, Borrower shall maintain each the Individual Property which was leased under such NYC Lease in good condition and promptly repair any damage or casualty (subject to the terms of this Agreement). (d) Upon reasonable prior notice (except during the existence of an Event of Default, when no prior notice shall be required), Borrower Parties and any the Property Manager (if any) shall provide Lender and its agents, representatives and contractors with access to each the Property from time to time (subject to the rights of TenantsTenants and any subtenants) for the purposes of conducting appraisals, engineering inspections and environmental assessments of such the Property (provided that Lender must have a good faith belief that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to physical condition of the subject Property and/or compliance with Legal Requirements (including Environmental Laws, as defined in the Environmental Indemnity Agreement) prior to the commencement of any post-Funding Date engineering inspection or environmental assessment or investigation with respect to that Propertyinvestigation) and with access to Borrower’s home office for purposes of examining and copying the books and records relating to the PortfolioProperty. The costs relating to such activities shall be paid by Lender unless (i) Lender has a good faith basis for suspecting that an Individual Borrower is not in material compliance with its warranties, covenants and agreements relating to the physical condition of the subject Property and/or compliance with laws (including environmental lawsEnvironmental Laws), (ii) the examination of such books and records reveals that financial information submitted to Lender by Borrower PartiesBorrower, Property Manager or anyone on behalf of Borrower Parties is materially inaccurateinaccurate as of the date such financial information was submitted to Lender, or (iii) an Event of Default exists (or is discovered as a result of any such inspection or review), in which case the reasonable third party fees and expenses relating to such activities shall be paid by Borrower within the Demand Period. (e) All Operating Revenues shall be applied to Operating Expenses, Debt Service and reasonable and necessary capital expenditures or costs, and then, provided no Event of Default exists, to general operating purposes of Borrower, including distributions to members and/or partners of Borrower.