WHICH NOTICES ARE SENT TO FEE BORROWER OR ANY OTHER
PARTY TO THE REOA ARE CORRECTLY SET FORTH IN THE REOA;
39
(F)
TO THE BEST OF BORROWER'S KNOWLEDGE, THERE ARE NO SET-OFFS,
CLAIMS, COUNTERCLAIMS OR DEFENSES BEING ASSERTED OR CAPABLE OF BEING ASSERTED
AFTER GIVING THE REQUISITE NOTICE, IF ANY, REQUIRED UNDER THE REOA FOR THE
ENFORCEMENT OF THE OBLIGATIONS UNDER THE REOA;
(G)
TO THE BEST OF BORROWER'S KNOWLEDGE, THERE ARE NO LIENS CAPABLE OF
BEING ASSERTED FOR AMOUNTS DUE UNDER THE PROVISIONS OF THE REOA WHICH, IF
UNPAID, WOULD BECOME A LIEN PRIOR TO THE LIEN OF THE MORTGAGE;
(H)
TO THE BEST OF BORROWER'S KNOWLEDGE, NEITHER FEE BORROWER NOR ANY
OTHER PARTY TO THE REOA HAS REQUESTED THAT A MATTER BE SUBMITTED TO ARBITRATION
UNDER THE REOA;
(I)
TO THE BEST OF BORROWER'S KNOWLEDGE, FEE BORROWER ENJOYS THE
QUIET AND PEACEFUL POSSESSION OF ALL EASEMENTS RELATING TO OR APPURTENANT TO THE
PROPERTY GRANTED BY THE REOA;
(J)
TO THE BEST OF BORROWER'S KNOWLEDGE, THERE ARE NO CHARGES DUE AND
PAYABLE UNDER THE REOA TO FEE BORROWER OR ANY OTHER PARTY TO THE REOA (EXCEPT IN
THE ORDINARY COURSE OF BUSINESS); AND
(K)
LENDER IS A "MORTGAGEE" FOR PURPOSES OF THE REOA AND IS ENTITLED
TO ALL RIGHTS OF A "MORTGAGEE" OR HOLDER OF A "MORTGAGE" AS DEFINED IN THE REOA.
SECTION 3.2
SURVIVAL OF REPRESENTATIONS.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 3.1 SHALL SURVIVE, AND ANY COVENANTS CONTAINED
IN SECTION 3.1 SHALL CONTINUE, FOR SO LONG AS ANY AMOUNT REMAINS PAYABLE TO
LENDER UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
IV.
BORROWER COVENANTS
SECTION 4.1
BORROWER AFFIRMATIVE COVENANTS.
BORROWER HEREBY
COVENANTS AND AGREES WITH LENDER FROM AND AFTER THE DATE HEREOF AND UNTIL THE
FULL PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS UNDER THE LOAN DOCUMENTS, THAT:
4.1.1
EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS.
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 IN
ALL MATERIAL RESPECTS WITH ALL LEGAL REQUIREMENTS APPLICABLE TO IT AND THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, PRESCRIBED LAWS. NOTWITHSTANDING THE
FOREGOING, AFTER PRIOR NOTICE TO LENDER, BORROWER, AT ITS OWN EXPENSE, MAY
SUSPEND SUCH COMPLIANCE AND CONTEST BY APPROPRIATE LEGAL PROCEEDING, CONDUCTED
IN GOOD FAITH AND WITH DUE DILIGENCE, THE VALIDITY OR APPLICABILITY OF ANY LEGAL
REQUIREMENTS TO BORROWER AND/OR THE PROPERTY, PROVIDED THAT (I) NO EVENT OF
DEFAULT HAS OCCURRED AND REMAINS UNCURED; (II) SUCH PROCEEDING SHALL BE
PERMITTED UNDER AND BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE STATUTES,
LAWS AND ORDINANCES; (III) BORROWER SHALL ESTABLISH TO LENDER'S REASONABLE
SATISFACTION THAT NEITHER THE PROPERTY NOR ANY PART THEREOF OR INTEREST THEREIN
WILL BE IN IMMINENT DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELED OR
LOST; (IV) BORROWER SHALL PROMPTLY UPON FINAL DETERMINATION THEREOF COMPLY WITH
SUCH RESULTING LEGAL REQUIREMENTS, AND SHALL PAY ALL COSTS, INTEREST AND
PENALTIES WHICH MAY BE PAYABLE IN CONNECTION THEREWITH; AND (V) IF