LAWS INCLUDING SECTION 548 OF THE BANKRUPTCY CODE (COLLECTIVELY, THE "FRAUDULENT
TRANSFER LAWS").
TO EFFECT THE FOREGOING INTENTION ANY TERM OR PROVISION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT NOTWITHSTANDING, THE MAXIMUM AGGREGATE
AMOUNT OF THE OBLIGATIONS FOR WHICH ANY INDIVIDUAL BORROWER SHALL BE LIABLE
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL IN NO EVENT EXCEED AN
AMOUNT EQUAL TO THE LARGEST AMOUNT THAT WOULD NOT RENDER SUCH INDIVIDUAL
BORROWER'S OBLIGATIONS SUBJECT TO AVOIDANCE UNDER ANY FRAUDULENT TRANSFER LAWS.
4.1.42
OPERATING LEASES.
EACH OPERATING LEASE IS IN FULL FORCE AND EFFECT,
AND THERE ARE NO DEFAULTS THEREUNDER BY EITHER PARTY AND THERE ARE NO CONDITIONS
THAT, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD
CONSTITUTE DEFAULTS THEREUNDER. THE TERMS AND PROVISIONS OF EACH OPERATING LEASE
ARE SUBJECT AND SUBORDINATE TO THE TERMS AND LIEN OF THIS AGREEMENT AND THE
MORTGAGES.
NEITHER THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, BORROWER'S
PERFORMANCE THEREUNDER, NOR THE EXERCISE OF ANY REMEDIES BY LENDER WILL
ADVERSELY AFFECT BORROWER'S RIGHTS UNDER ANY OPERATING LEASE.
4.1.43
PIP REQUIREMENTS.
BORROWER HAS DISCLOSED TO LENDER, IN WRITING,
PRIOR TO THE DATE HEREOF, ALL OUTSTANDING PIP REQUIREMENTS WITH RESPECT TO THE
PROPERTY.
Section 4.2
Survival of Representations.
Borrower agrees that all of
the representations and warranties of Borrower set forth in Section 4.1 hereof
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.
ARTICLE 5
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 Liens of the Mortgages encumbering the
Properties (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 PROPERTIES.
NO
BORROWER SHALL COMMIT, NOR SHALL BORROWER PERMIT ANY OTHER PERSON IN OCCUPANCY
OF OR INVOLVED WITH THE OPERATION OR USE OF THE PROPERTIES TO COMMIT, ANY ACT OR
OMISSION AFFORDING THE FEDERAL GOVERNMENT OR ANY STATE OR LOCAL GOVERNMENT THE
RIGHT OF FORFEITURE AS AGAINST ANY INDIVIDUAL PROPERTIES 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