AND (IV) ALL SUMS DUE AND PAYABLE TO
GROUND LESSOR UNDER THE GROUND LEASE HAVE BEEN PAID IN FULL.
(E)
BORROWER SHALL, PROMPTLY UPON REQUEST OF LENDER, SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO DELIVER AN ESTOPPEL CERTIFICATE FROM
FRANCHISOR STATING THAT (I) THE FRANCHISE AGREEMENT OR MANAGEMENT AGREEMENT, AS
APPLICABLE, IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN MODIFIED, AMENDED OR
ASSIGNED, (II) NEITHER FRANCHISOR NOR BORROWER IS IN DEFAULT UNDER ANY OF THE
TERMS, COVENANTS OR PROVISIONS OF THE FRANCHISE AGREEMENT OR MANAGEMENT
AGREEMENT, AS APPLICABLE, AND FRANCHISOR KNOWS OF NO EVENT WHICH, BUT FOR THE
PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT UNDER THE FRANCHISE AGREEMENT OR MANAGEMENT AGREEMENT, AS APPLICABLE,
(III) NEITHER FRANCHISOR NOR BORROWER HAS COMMENCED ANY ACTION OR GIVEN OR
RECEIVED ANY NOTICE FOR THE PURPOSE OF TERMINATING THE FRANCHISE AGREEMENT OR
MANAGEMENT AGREEMENT, AS APPLICABLE, AND (IV) ALL SUMS DUE AND PAYABLE TO
FRANCHISOR UNDER THE FRANCHISE AGREEMENT OR MANAGEMENT AGREEMENT, AS APPLICABLE,
HAVE BEEN PAID IN FULL.
IF BORROWER TIMELY REQUESTS AN ESTOPPEL LETTER FROM
FRANCHISOR, BUT FRANCHISOR HAS NO LEGAL OBLIGATION UNDER THE FRANCHISE AGREEMENT
TO PROVIDE SUCH ESTOPPEL LETTER AND REFUSES TO PROVIDE SUCH ESTOPPEL LETTER,
BORROWER'S FAILURE TO DELIVER SUCH ESTOPPEL LETTER TO LENDER SHALL NOT BE AN
EVENT OF DEFAULT.
5.1.16
LOAN PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE LOAN RECEIVED
BY IT ON THE CLOSING DATE ONLY FOR THE PURPOSES SET FORTH IN SECTION 2.1.4.
5.1.17
PERFORMANCE BY BORROWER.
BORROWER SHALL IN A TIMELY MANNER OBSERVE,
PERFORM AND FULFILL EACH AND EVERY COVENANT, TERM AND PROVISION OF EACH LOAN
DOCUMENT EXECUTED AND DELIVERED BY BORROWER, OR APPLICABLE TO BORROWER, AND
SHALL NOT ENTER INTO OR OTHERWISE SUFFER OR PERMIT ANY AMENDMENT, WAIVER,
SUPPLEMENT, TERMINATION OR OTHER MODIFICATION OF ANY LOAN DOCUMENT EXECUTED AND
DELIVERED BY, OR APPLICABLE TO, BORROWER, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER.
5.1.18
CONFIRMATION OF REPRESENTATIONS.
BORROWER SHALL DELIVER, IN
CONNECTION WITH ANY SECURITIZATION, (A) ONE OR MORE OFFICER'S CERTIFICATES
CERTIFYING AS TO THE ACCURACY OF ALL REPRESENTATIONS MADE BY BORROWER IN THE
LOAN DOCUMENTS AS OF THE DATE OF THE CLOSING OF SUCH
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SECURITIZATION, AND (B) CERTIFICATES OF THE RELEVANT GOVERNMENTAL AUTHORITIES IN
ALL RELEVANT JURISDICTIONS INDICATING THE GOOD STANDING AND QUALIFICATION OF
BORROWER AND ITS MEMBER AS OF THE DATE OF THE SECURITIZATION.
5.1.19
NO JOINT ASSESSMENT.
BORROWER SHALL NOT SUFFER, PERMIT OR INITIATE
THE JOINT ASSESSMENT OF ANY INDIVIDUAL PROPERTY (A) WITH ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM SUCH INDIVIDUAL PROPERTY, AND (B) WHICH
CONSTITUTES REAL PROPERTY WITH ANY PORTION OF SUCH INDIVIDUAL PROPERTY WHICH MAY
BE DEEMED TO CONSTITUTE PERSONAL PROPERTY, OR ANY OTHER PROCEDURE WHEREBY THE
LIEN OF ANY TAXES WHICH MAY BE LEVIED AGAINST SUCH PERSONAL PROPERTY SHALL BE
ASSESSED OR LEVIED OR CHARGED TO SUCH REAL PROPERTY PORTION OF THE INDIVIDUAL
PROPERTY.
5.1.20
LEASING MATTERS.
(A)
BORROWER MAY ENTER INTO LEASES (OTHER THAN AN OPERATING LEASE) OR
MODIFY EXISTING