CONNECTION WITH THE LOAN
DOCUMENTS AND EXCEPT FOR PERMITTED ENCUMBRANCES, BORROWER HAS NOT SOLD OR
OTHERWISE CONVEYED THE ACCOUNTS;
(B)
THE ACCOUNTS CONSTITUTE "DEPOSIT ACCOUNTS" OR "SECURITIES
ACCOUNTS" WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS SET FORTH IN THE
CASH MANAGEMENT AGREEMENT;
(C)
PURSUANT AND SUBJECT TO THE TERMS OF THE CASH MANAGEMENT
AGREEMENT, AGENT HAS AGREED TO COMPLY WITH ALL INSTRUCTIONS ORIGINATED BY
LENDER, WITHOUT FURTHER CONSENT BY BORROWER, DIRECTING DISPOSITION OF THE
ACCOUNTS AND ALL CASH, SECURITIES, INSTRUMENTS OR OTHER FINANCIAL ASSETS AT ANY
TIME HELD, DEPOSITED OR INVESTED THEREIN, TOGETHER WITH ANY INTEREST OR OTHER
EARNINGS THEREON, AND ALL PROCEEDS THEREOF (INCLUDING PROCEEDS OF SALES AND
OTHER DISPOSITIONS),
38
WHETHER ACCOUNTS, GENERAL INTANGIBLES, CHATTEL PAPER, DEPOSIT ACCOUNTS,
INSTRUMENTS, DOCUMENTS OR SECURITIES; AND
(D)
THE ACCOUNTS ARE NOT IN THE NAME OF ANY PERSON OTHER THAN
BORROWER, AS PLEDGOR, OR LENDER, AS PLEDGEE. BORROWER HAS NOT CONSENTED TO
AGENT'S COMPLYING WITH INSTRUCTIONS WITH RESPECT TO THE ACCOUNTS FROM ANY PERSON
OTHER THAN LENDER.
3.1.40
UNFUNDED TENANT ALLOWANCES.
THERE ARE NO UNFUNDED TENANT ALLOWANCES
EXCEPT AS SET FORTH ON SCHEDULE VI.
3.1.41
AIR RIGHTS LEASE.
BORROWER HEREBY REPRESENTS AND WARRANTS TO LENDER
THE FOLLOWING WITH RESPECT TO THE AIR RIGHTS LEASE:
(A)
FEE BORROWER IS THE LESSOR AND LEASEHOLD BORROWER IS THE LESSEE
UNDER THE AIR RIGHTS LEASE.
(B)
THE AIR RIGHTS LEASE HAS A TERM WHICH EXTENDS NOT LESS THAN TWENTY
(20) YEARS BEYOND THE MATURITY DATE.
(C)
AS OF THE DATE HEREOF, TO THE BEST OF BORROWER'S KNOWLEDGE, THE
AIR RIGHTS LEASE IS IN FULL FORCE AND EFFECT AND NO DEFAULT HAS OCCURRED UNDER
THE AIR RIGHTS LEASE AND THERE IS NO EXISTING CONDITION WHICH, BUT FOR THE
PASSAGE OF TIME OR THE GIVING OF NOTICE, COULD RESULT IN A DEFAULT UNDER THE
TERMS OF THE AIR RIGHTS LEASE.
3.1.42
REOA.
BORROWER HEREBY REPRESENTS AND WARRANTS TO LENDER THAT, EXCEPT
AS MAY OTHERWISE BE SET FORTH IN THE REOA ESTOPPEL:
(A)
FEE BORROWER IS A PARTY TO THE REOA AND, TO THE BEST OF BORROWER'S
KNOWLEDGE, THE REOA IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN AMENDED OR
MODIFIED AND FEE BORROWER'S INTEREST THEREIN HAS NOT BEEN ASSIGNED PURSUANT TO
ANY ASSIGNMENT WHICH SURVIVES THE CLOSING DATE EXCEPT THE ASSIGNMENT TO LENDER
PURSUANT TO THE LOAN DOCUMENTS;
(B)
TO THE BEST OF BORROWER'S KNOWLEDGE, THE REOA IS IN FULL
COMPLIANCE WITH ALL APPLICABLE LOCAL, STATE AND FEDERAL LAWS, RULES AND
REGULATIONS,
(C)
TO THE BEST OF BORROWER'S KNOWLEDGE, FEE BORROWER IS NOT IN
DEFAULT UNDER THE REOA AND NO OTHER PARTY TO THE REOA IS IN DEFAULT THEREUNDER
AND THERE ARE NO GROUNDS FOR DEFAULT THEREUNDER AFTER THE GIVING OF THE
REQUISITE NOTICE THEREUNDER;
(D)
BORROWER HAS NO KNOWLEDGE OF ANY NOTICE OF TERMINATION OR DEFAULT
GIVEN WITH RESPECT TO THE REOA;
(E)
TO THE BEST OF BORROWER'S KNOWLEDGE, AND AFTER GIVING EFFECT TO
NOTICES OF FEE BORROWER'S ADDRESS GIVEN TO CUSCO ON OR ABOUT THE DATE HEREOF,
THE CURRENT ADDRESSES TO