UNLAWFUL ACTIVITY WITH THE RESULT THAT THE INVESTMENT IN BORROWER (WHETHER
DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR THE LOAN IS IN VIOLATION OF
LAW; AND (D) BORROWER, PRINCIPAL AND GUARANTOR ARE IN FULL COMPLIANCE WITH ALL
APPLICABLE ORDERS, RULES, REGULATIONS AND RECOMMENDATIONS OF THE OFFICE OF
FOREIGN ASSET CONTROL OF THE U.S. DEPARTMENT OF TREASURY.
38
4.1.36
PRINCIPAL PLACE OF BUSINESS; STATE OF ORGANIZATION.
BORROWER'S
PRINCIPAL PLACE OF BUSINESS AS OF THE DATE HEREOF IS THE ADDRESS SET FORTH IN
THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT.
THE BORROWER IS ORGANIZED UNDER
THE LAWS OF THE STATE OF DELAWARE.
4.1.37
LOAN TO VALUE.
THE MAXIMUM PRINCIPAL AMOUNT OF THE LOAN DOES NOT
EXCEED ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE FAIR MARKET VALUE OF THE
PROPERTY AS SET FORTH ON THE APPRAISAL OF THE PROPERTY.
4.1.38
MORTGAGE TAXES.
AS OF THE DATE HEREOF, BORROWER REPRESENTS THAT IT
HAS PAID OR HAS DEPOSITED WITH THE TITLE COMPANY ISSUING THE TITLE INSURANCE
POLICY FUNDS SUFFICIENT TO PAY ALL STATE, COUNTY AND MUNICIPAL RECORDING AND ALL
OTHER TAXES IMPOSED UPON THE EXECUTION AND RECORDATION OF THE MORTGAGE.
SECTION 4.2
SURVIVAL OF REPRESENTATIONS.
BORROWER AGREES THAT ALL
OF THE REPRESENTATIONS AND WARRANTIES OF BORROWER SET FORTH IN SECTION 4.1 AND
ELSEWHERE IN THIS AGREEMENT AND IN THE OTHER LOAN DOCUMENTS SHALL SURVIVE FOR SO
LONG AS ANY AMOUNT REMAINS OWING TO LENDER UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS BY BORROWER.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS MADE IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS BY BORROWER
SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY LENDER NOTWITHSTANDING ANY
INVESTIGATION HERETOFORE OR HEREAFTER MADE BY LENDER OR ON ITS BEHALF.
V.
BORROWER COVENANTS
SECTION 5.1
AFFIRMATIVE COVENANTS.
FROM THE CLOSING DATE AND UNTIL
PAYMENT AND PERFORMANCE IN FULL OF ALL OBLIGATIONS OF BORROWER UNDER THE LOAN
DOCUMENTS OR THE EARLIER RELEASE OF THE LIEN OF THE MORTGAGE ENCUMBERING THE
PROPERTY (AND ALL RELATED OBLIGATIONS) IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, BORROWER HEREBY COVENANTS AND AGREES
WITH LENDER THAT:
5.1.1
EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS; INSURANCE.
BORROWER
SHALL DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN
FULL FORCE AND EFFECT ITS EXISTENCE, RIGHTS, LICENSES, PERMITS AND FRANCHISES
AND COMPLY WITH ALL LEGAL REQUIREMENTS APPLICABLE TO IT AND THE PROPERTY.
BORROWER SHALL NOT COMMIT, NOR SHALL BORROWER PERMIT ANY OTHER PERSON IN
OCCUPANCY OF OR INVOLVED WITH THE OPERATION OR USE OF THE PROPERTY TO COMMIT ANY
ACT OR OMISSION AFFORDING THE FEDERAL GOVERNMENT OR ANY STATE OR LOCAL
GOVERNMENT THE RIGHT OF FORFEITURE AS AGAINST THE PROPERTY OR ANY PART THEREOF
OR ANY MONIES PAID IN PERFORMANCE OF BORROWER'S OBLIGATIONS UNDER ANY OF THE
LOAN DOCUMENTS.
BORROWER HEREBY COVENANTS AND AGREES NOT TO COMMIT, PERMIT OR
SUFFER TO EXIST ANY ACT OR OMISSION AFFORDING SUCH RIGHT OF FORFEITURE.
BORROWER SHALL AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL ITS FRANCHISES
AND TRADE NAMES AND