TAXES, DEED STAMPS,
INTANGIBLE TAXES OR OTHER AMOUNTS IN THE NATURE OF TRANSFER TAXES REQUIRED TO BE
PAID BY ANY PERSON UNDER APPLICABLE LEGAL REQUIREMENTS CURRENTLY IN EFFECT IN
CONNECTION WITH THE ACQUISITION OF THE PROPERTIES TO BORROWER HAVE BEEN PAID OR
ARE SIMULTANEOUSLY BEING PAID.
ALL MORTGAGE, MORTGAGE RECORDING, STAMP,
INTANGIBLE OR OTHER SIMILAR TAX REQUIRED TO BE PAID BY ANY PERSON UNDER
APPLICABLE LEGAL REQUIREMENTS CURRENTLY IN EFFECT IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDATION, FILING, REGISTRATION, PERFECTION OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
MORTGAGES, HAVE BEEN PAID, AND, UNDER CURRENT LEGAL REQUIREMENTS, EACH OF THE
MORTGAGES ARE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS BY LENDER (OR ANY
SUBSEQUENT HOLDER THEREOF).
4.1.31
SPECIAL PURPOSE ENTITY/SEPARATENESS.
(A)
UNTIL THE DEBT HAS BEEN PAID IN FULL, EACH INDIVIDUAL BORROWER
HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT SUCH INDIVIDUAL BORROWER IS,
SHALL BE AND SHALL CONTINUE TO BE A SPECIAL PURPOSE ENTITY.
IF AN INDIVIDUAL
BORROWER CONSISTS OF MORE THAN ONE PERSON, EACH SUCH PERSON SHALL BE A SPECIAL
PURPOSE ENTITY.
(B)
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN
SECTION 4.1.31(A) SHALL SURVIVE FOR SO LONG AS ANY AMOUNT REMAINS PAYABLE TO
LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(C)
ANY AND ALL OF THE FACTS PRESENTED AND ASSUMPTIONS MADE IN ANY
INSOLVENCY OPINION, INCLUDING, BUT NOT LIMITED TO, ANY EXHIBITS ATTACHED
THERETO, WILL HAVE BEEN AND SHALL BE TRUE AND CORRECT IN ALL RESPECTS, AND
BORROWER WILL HAVE COMPLIED AND WILL COMPLY WITH ALL OF THE ASSUMPTIONS MADE
WITH RESPECT TO IT IN ANY INSOLVENCY OPINION.
EACH ENTITY OTHER THAN BORROWER
WITH RESPECT TO WHICH AN ASSUMPTION IS MADE IN ANY INSOLVENCY OPINION WILL HAVE
COMPLIED AND WILL COMPLY WITH ALL OF THE ASSUMPTIONS MADE WITH RESPECT TO IT IN
ANY SUCH INSOLVENCY OPINION.
4.1.32
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT, WITH RESPECT TO
EACH INDIVIDUAL PROPERTY, IS IN FULL FORCE AND EFFECT AND, TO BORROWER'S
KNOWLEDGE, THERE IS NO DEFAULT THEREUNDER BY ANY PARTY THERETO AND NO EVENT HAS
OCCURRED THAT, WITH THE PASSAGE OF TIME AND/OR THE GIVING OF NOTICE WOULD
CONSTITUTE A DEFAULT THEREUNDER.
4.1.33
ILLEGAL ACTIVITY.
NO PORTION OF ANY INDIVIDUAL PROPERTY HAS BEEN OR
WILL BE PURCHASED WITH PROCEEDS OF ANY ILLEGAL ACTIVITY.
4.1.34
NO CHANGE IN FACTS OR CIRCUMSTANCES; DISCLOSURE.
ALL INFORMATION
SUBMITTED BY BORROWER TO LENDER AND IN ALL FINANCIAL STATEMENTS, RENT ROLLS,
REPORTS, CERTIFICATES AND OTHER DOCUMENTS SUBMITTED IN CONNECTION WITH THE LOAN
OR IN SATISFACTION OF THE TERMS THEREOF AND ALL STATEMENTS OF FACT MADE BY
BORROWER IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, ARE ACCURATE, COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS, PROVIDED, HOWEVER, THAT IF SUCH
INFORMATION WAS PROVIDED TO BORROWER BY NON-AFFILIATED THIRD PARTIES OR PREDATES
THE MERGER TRANSACTION PURSUANT TO WHICH INLAND AMERICAN REAL ESTATE TRUST, INC.
BECAME THE INDIRECT OWNER OF BORROWER (OR ITS PREDECESSOR-IN-TITLE TO THE
PROPERTY), BORROWER REPRESENTS THAT SUCH
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INFORMATION IS, TO THE BEST OF ITS KNOWLEDGE AFTER DUE INQUIRY, ACCURATE,
COMPLETE