Common use of Performance by Borrower Clause in Contracts

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed and performed by Borrower under this Agreement and the other Loan Documents, or by Mortgage Borrower under the Mortgage Loan Documents, as applicable, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor as of the date hereof without the prior written consent of Lender. Borrower shall cause Mortgage Borrower, Operating Lessee and Guarantor to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit any Pledged Entity to, amend or modify its respective Organizational Documents in any respect, without Lender’s prior written consent.

Performance by Borrower. (a) Borrower shall, and shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed and performed by Borrower under this Agreement and the other Loan Documents, or by Mortgage Borrower under the Mortgage Loan Documents, as applicable, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor as of the date hereof without the prior written consent of Lender. Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower, Operating Lessee and Guarantor to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s, Mortgage Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit Mortgage Borrower or any Pledged Entity to, amend or modify its respective Organizational Documents in any respect, without Lender’s prior written consent.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage Borrower under the Mortgage Loan Documentsapplicable to, as applicableBorrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other agreement modification of any Loan Document executed and delivered by, or instrument affecting or pertaining to applicable to, Borrower without the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require prior consent of Lender’s consent under the Loan Documents). (b) Borrower shall cause Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of the Senior Mezzanine Loan Documents executed and delivered by, or applicable to, Senior Mezzanine Borrower, and shall not cause or permit Senior Mezzanine Borrower to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Senior Mezzanine Loan Documents executed and delivered by, or applicable to, Senior Mezzanine Borrower without the prior written consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Baltimore Owner, and shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor and Baltimore Owner to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor as of the date hereof Borrower and Baltimore Owner without the prior written consent of Lender. Borrower shall cause Mortgage Borrower, Operating Lessee and Guarantor to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and consent shall not permit any Pledged Entity tobe unreasonably withheld, amend conditioned or modify its respective Organizational Documents in any respect, without Lender’s prior written consentdelayed.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage applicable to, Borrower under the Mortgage Loan Documents, as applicable, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender. (b) In the event a Mortgage Borrower desires to enter into or otherwise suffer or permit any amendment, waiver, supplement, or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, such Mortgage Borrower, Operating Lessee or Guarantor Borrower as of the date hereof without the prior written consent of Lender. hereof, Borrower shall provide (or cause the applicable Mortgage Borrower, Operating Lessee and Guarantor Borrower to provide provide) Lender with a copy of any such proposed amendment, waiver, supplement, termination or other modification, and Lender shall have eight (8) days from receipt of said materials to approve of or object to the proposed amendment, waiver, supplement, or other modification of such Mortgage Loan Documents. If Lender objects to the proposed amendment, waiver, supplement, or other modification of the such Mortgage Loan Document within said eight (8) days, Borrower shall not permit Mortgage Borrower to enter into or otherwise suffer or permit such amendment, waiver, supplement or other modification. If Lender fails to respond to such request within said eight (8) days, and Borrower sends a second request for approval containing a legend clearly marked in not less than fourteen (14) point bold fact type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN FIVE (5) BUSINESS DAYS”, then Lender shall be deemed to have approved such amendment, waiver, supplement, or other modification if Lender fails to respond to such second written request before expiration of such five (5) Business Day period. The provisions of this Section 5.1.17(b) shall not apply to amendments, waivers, supplements or other modifications of the Mortgage Loan Documents entered that a Mortgage Borrower is required to enter into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit any Pledged Entity to, amend or modify its respective Organizational Documents in any respect, without Lender’s prior written consentterms thereof.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage applicable to, Borrower under the Mortgage Loan Documents, as applicable, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender. (b) In the event a Mortgage Borrower desires to enter into or otherwise suffer or permit any amendment, waiver, supplement, or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, such Mortgage Borrower, Operating Lessee or Guarantor Borrower as of the date hereof without the prior written consent of Lender. hereof, Borrower shall provide (or cause the applicable Mortgage Borrower, Operating Lessee and Guarantor Borrower to provide provide) Lender with a copy of any such proposed amendment, waiver, supplement, termination or other modification, and Lender shall have eight (8) days from receipt of said materials to approve of or object to the proposed amendment, waiver, supplement, or other modification of such Mortgage Loan Documents. If Lender objects to the proposed amendment, waiver, supplement, or other modification of the such Mortgage Loan Document within said eight (8) days, Borrower shall not permit Mortgage Borrower to enter into or otherwise suffer or permit such amendment, waiver, supplement or other modification. If Lender fails to respond to such request within said eight (8) days, and Borrower sends a second request for approval containing a legend clearly marked in not less than fourteen (14) point bold fact type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN FIVE (5) BUSINESS DAYS”, then Lender shall be deemed to have approved such amendment, waiver, supplement, or other modification if Lender fails to respond to such second written request before expiration of such five (5) Business Day period. Except as set forth in the next succeeding sentence, it shall be an Event of Default hereunder if Borrower proceeds to implement any proposed amendment, waiver, supplement, or modification of any Mortgage Loan Document that has not been approved or deemed to have been approved by Lender pursuant to this Section 5.1.17(b). Notwithstanding anything to the contrary contained in this Section 5.1.17(b), the provisions of this Section 5.1.17(b) shall not apply to amendments, waivers, supplements or other modifications of the Mortgage Loan Documents entered that a Mortgage Borrower is required to enter into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit any Pledged Entity to, amend or modify its respective Organizational Documents in any respect, without Lender’s prior written consentterms thereof.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage Borrower under the Mortgage Loan Documentsapplicable to, as applicableBorrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other agreement modification of any Loan Document executed and delivered by, or instrument affecting or pertaining to applicable to, Borrower without the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require prior consent of Lender’s consent under the Loan Documents). (b) Borrower shall cause each Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of the Senior Mezzanine Loan Documents executed and delivered by, or applicable to, such Senior Mezzanine Borrower, and shall not cause or permit any Senior Mezzanine Borrower to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Senior Mezzanine Loan Document executed and delivered by, or applicable to, such Senior Mezzanine Borrower without the prior written consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Baltimore Owner, and shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor and Baltimore Owner to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor as of the date hereof Borrower and Baltimore Owner without the prior written consent of Lender. Borrower shall cause Mortgage Borrower, Operating Lessee and Guarantor to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and consent shall not permit any Pledged Entity tobe unreasonably withheld, amend conditioned or modify its respective Organizational Documents in any respect, without Lender’s prior written consentdelayed.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage Borrower under the Mortgage Loan Documentsapplicable to, as applicableBorrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other agreement modification of any Loan Document executed and delivered by, or instrument affecting or pertaining to applicable to, Borrower without the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require prior written consent of Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor Borrower to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor Borrower as of the date hereof without the prior written consent of LenderLender (other than ministerial or de minimis modifications which do not affect any of the economic terms therein or change any rights or obligations of the parties thereunder). Borrower shall provide, or cause Mortgage BorrowerBorrower to provide, Operating Lessee and Guarantor to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit any Pledged Entity Mortgage Borrower to, amend or modify its respective the Organizational Documents of Mortgage Borrower in any respectrespect which would (i) limit distributions to be made to Borrower, (ii) limit cure rights of Borrower, (iii) modify the special purpose entity requirements set forth therein or (iv) would in any other respect have any material adverse effect on Lender without Lender’s prior written consent.

Performance by Borrower. (a) Borrower shall, and shall cause Mortgage Borrower to, in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed of each Loan Document executed and performed by Borrower under this Agreement and the other Loan Documentsdelivered by, or by Mortgage Borrower under the Mortgage Loan Documentsapplicable to, as applicableBorrower, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). (b) Borrower shall not cause or permit Mortgage Borrower, Operating Lessee or Guarantor to enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender. (b) Borrower shall not cause or exercise any rights it may have under the JV Agreement to permit Mortgage Borrower to enter into or otherwise suffer or permit any material amendment, waiver, supplement, termination or other material modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower, Operating Lessee or Guarantor Borrower as of the date hereof without the prior written consent of Lender. Borrower shall exercise any rights it may have under the JV Agreement to cause Mortgage Borrower, Operating Lessee and Guarantor Borrower to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents entered into in accordance with the terms hereof within five (5) days after the execution thereof. Except with respect to any amendments or modifications which are immaterial and do not bear on Borrower’s or any Pledged Entity’s status as a single-purpose, bankruptcy remote entity or are otherwise permitted pursuant to the Mortgage Loan Documents and/or Loan Documents, Borrower shall not, and shall not permit any Pledged Entity toLoan Party, except as to Mortgage Borrower and Operating Lessee, in which case Borrower shall exercise any rights it may have under the JV Agreement to cause Mortgage Borrower and Operating Lessee, to not, amend or modify its respective the Organizational Documents of any Loan Party in any respect, respect without Lender’s prior written consent which would (i) limit distributions to be made to Borrower, (ii) limit cure rights of Borrower, (iii) modify the special purpose entity requirements set forth therein or (iv) would in any other respect have any adverse effect on Lender without Lender’s consent.