TRANSFER 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 PROPERTY BY 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
MORTGAGE, HAVE BEEN PAID, AND, UNDER CURRENT LEGAL REQUIREMENTS, THE MORTGAGE IS
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS BY LENDER (OR ANY SUBSEQUENT HOLDER
THEREOF).
4.1.30
SPECIAL PURPOSE ENTITY/SEPARATENESS.
(A)
UNTIL THE DEBT HAS BEEN PAID IN FULL, BORROWER HEREBY REPRESENTS,
WARRANTS AND COVENANTS THAT THE BORROWER IS, SHALL BE AND SHALL CONTINUE TO BE A
SPECIAL PURPOSE ENTITY.
IF BORROWER CONSISTS OF MORE THAN ONE PERSON, EACH SUCH
PERSON SHALL BE A SPECIAL PURPOSE ENTITY (PROVIDED ANY REPRESENTATIONS AND
WARRANTIES AS TO A BORROWER SHALL BE DEEMED MADE BY EACH BORROWER AS TO ITS
BORROWING ENTITY ONLY).
LENDER ACKNOWLEDGES THAT THE SINGLE PURPOSE PROVISIONS
CONTAINED IN THE ORGANIZATIONAL DOCUMENTS OF BORROWER MEETS THE DEFINITION OF
"SPECIAL PURPOSE ENTITY" AS SET FORTH HEREIN.
39
(B)
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN SECTION
4.1.30(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 ASSUMPTIONS MADE IN ANY INSOLVENCY OPINION,
INCLUDING, BUT NOT LIMITED TO, ANY EXHIBITS ATTACHED THERETO, ARE TRUE AND
CORRECT IN ALL RESPECTS, AND BORROWER HAS COMPLIED AND WILL COMPLY WITH ALL OF
THE ASSUMPTIONS MADE WITH RESPECT TO IT IN ANY INSOLVENCY OPINION.
EACH
AFFILIATE OF BORROWER WITH RESPECT TO WHICH AN ASSUMPTION IS MADE IN ANY
INSOLVENCY OPINION WILL COMPLY WITH ALL OF THE ASSUMPTIONS MADE WITH RESPECT TO
IT IN ANY SUCH INSOLVENCY OPINION.
4.1.31
PROPERTY MANAGEMENT AGREEMENT.
THE PROPERTY MANAGEMENT AGREEMENT IS
IN FULL FORCE AND EFFECT AND, TO BORROWER'S KNOWLEDGE, THERE ARE NO DEFAULTS
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.
4.1.32
ILLEGAL ACTIVITY.
TO BORROWER'S KNOWLEDGE, NO PORTION OF THE
PROPERTY HAS BEEN OR WILL BE PURCHASED WITH PROCEEDS OF ANY ILLEGAL ACTIVITY.
4.1.33
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, BORROWER
REPRESENTS THAT SUCH INFORMATION IS, TO BORROWER'S KNOWLEDGE, ACCURATE, COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS.
TO