NO
LEASE CONTAINS AN OPTION TO PURCHASE, RIGHT OF FIRST REFUSAL TO PURCHASE, RIGHT
OF FIRST REFUSAL TO LEASE ADDITIONAL SPACE AT THE PROPERTY, OR ANY OTHER SIMILAR
PROVISION; (M) NO PERSON OR ENTITY HAS ANY POSSESSORY INTEREST IN, OR RIGHT TO
OCCUPY, THE PROPERTY EXCEPT UNDER AND PURSUANT TO A LEASE OR ANY SUBLEASE OR
LICENSE GRANTED BY ANY TENANT (OR SUBTENANT) UNDER A LEASE; (N) NO TENANTS HAVE
EXERCISED ANY RIGHT TO "GO DARK" THAT THEY MAY HAVE UNDER THEIR LEASES; (O) ALL
SECURITY DEPOSITS RELATING TO THE LEASES REFLECTED ON THE RENT ROLL HAVE BEEN
COLLECTED BY BORROWER; (P) EXCEPT AS DISCLOSED ON SCHEDULE V, NO BROKERAGE
COMMISSIONS OR FINDERS FEES ARE DUE AND PAYABLE BY LANDLORD REGARDING ANY LEASE;
(Q) EXCEPT AS DISCLOSED ON SCHEDULE V, EACH TENANT IS IN ACTUAL, PHYSICAL
OCCUPANCY
45
of the premises demised under its Lease; (r) no Tenant occupying ten percent
(10%) or more (by square feet) of the net rentable area of the Property is, to
Borrower's knowledge, a debtor in any state or federal bankruptcy or insolvency
proceeding; (s) except as disclosed on Schedule V, there are no tenant
allowances under any Lease that have not been paid in full by Borrower; and
(t) to Borrower's knowledge, each of the Tenants under the Leases has all
necessary licenses and permits necessary to conduct the business contemplated to
be conducted pursuant to such Tenant's Lease.
SECTION 3.18
FILING AND RECORDING TAXES.
ALL MORTGAGE, MORTGAGE
RECORDING, STAMP, INTANGIBLE OR OTHER SIMILAR TAX REQUIRED TO BE PAID BY ANY
PERSON UNDER APPLICABLE LAW CURRENTLY IN EFFECT IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDATION, FILING, REGISTRATION, PERFECTION OR
ENFORCEMENT OF ANY OF THIS AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE AND THE
OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE SECURITY INSTRUMENT,
HAVE BEEN PAID OR WILL BE PAID, AND, UNDER CURRENT APPLICABLE LAW, THE SECURITY
INSTRUMENT IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS BY ADMINISTRATIVE AGENT
(OR ANY SUBSEQUENT HOLDER THEREOF) ON BEHALF OF THE LENDER, EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR CREDITOR'S RIGHTS LAWS, AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
SECTION 3.19
MANAGEMENT AGREEMENT; PARKING MANAGEMENT AGREEMENT.
EACH OF
THE MANAGEMENT AGREEMENT AND THE PARKING MANAGEMENT AGREEMENT ARE IN FULL FORCE
AND EFFECT AND THERE IS NO DEFAULT THEREUNDER BY ANY PARTY THERETO AND, TO
BORROWER'S KNOWLEDGE, NO EVENT HAS OCCURRED THAT, WITH THE PASSAGE OF TIME
AND/OR THE GIVING OF NOTICE WOULD CONSTITUTE AN EVENT OF DEFAULT THEREUNDER, THE
RESULT OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
AS OF THE DATE HEREOF, NO
MANAGEMENT FEES UNDER THE MANAGEMENT AGREEMENT OR PARKING MANAGEMENT AGREEMENT
ARE DUE AND PAYABLE.
SECTION 3.20
ILLEGAL ACTIVITY/FORFEITURE.
(A)
NO PORTION OF THE PROPERTY HAS BEEN OR WILL BE PURCHASED WITH
PROCEEDS OF ANY ILLEGAL ACTIVITY.
(B)
TO BORROWER'S KNOWLEDGE, NEITHER BORROWER