SUCH CONSTITUENT PERSONS.
35
4.1.8
FULL AND ACCURATE DISCLOSURE.
TO BORROWER'S KNOWLEDGE, NO
STATEMENT OF FACT MADE BY BORROWER IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN
DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE STATEMENTS CONTAINED HEREIN OR THEREIN NOT
MISLEADING.
THERE IS NO MATERIAL FACT PRESENTLY KNOWN TO BORROWER WHICH HAS NOT
BEEN DISCLOSED TO LENDER WHICH ADVERSELY AFFECTS THE PROPERTY OR THE BUSINESS,
OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF BORROWER.
4.1.9
NO PLAN ASSETS.
BORROWER IS NOT AN "EMPLOYEE BENEFIT PLAN," AS
DEFINED IN SECTION 3(3) OF ERISA, SUBJECT TO TITLE I OF ERISA, AND NONE OF THE
ASSETS OF BORROWER CONSTITUTES OR WILL CONSTITUTE "PLAN ASSETS" OF ONE OR MORE
SUCH PLANS WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101.
IN ADDITION, (A)
BORROWER IS NOT A "GOVERNMENTAL PLAN" WITHIN THE MEANING OF SECTION 3(32) OF
ERISA AND (B) TRANSACTIONS BY OR WITH BORROWER ARE NOT SUBJECT TO STATE STATUTES
REGULATING INVESTMENT OF, AND FIDUCIARY OBLIGATIONS WITH RESPECT TO,
GOVERNMENTAL PLANS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE CURRENTLY IN EFFECT, WHICH PROHIBIT OR OTHERWISE RESTRICT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.1.10
COMPLIANCE.
TO BORROWER'S KNOWLEDGE, BORROWER AND THE PROPERTY AND
THE USE THEREOF COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL
REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, BUILDING AND ZONING ORDINANCES AND
CODES.
TO BORROWER'S KNOWLEDGE, BORROWER IS NOT IN DEFAULT OR VIOLATION OF ANY
ORDER, WRIT, INJUNCTION, DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY.
TO
BORROWER'S KNOWLEDGE, THERE HAS NOT BEEN COMMITTED BY BORROWER OR, TO BORROWER'S
KNOWLEDGE, ANY OTHER PERSON IN OCCUPANCY OF OR INVOLVED WITH THE OPERATION OR
USE OF THE PROPERTY ANY ACT OR OMISSION AFFORDING THE FEDERAL GOVERNMENT OR ANY
OTHER GOVERNMENTAL AUTHORITY THE RIGHT OF FORFEITURE AS AGAINST THE PROPERTY OR
ANY PART THEREOF OR ANY MONIES PAID IN PERFORMANCE OF BORROWER'S OBLIGATIONS
UNDER ANY OF THE LOAN DOCUMENTS.
4.1.11
FINANCIAL INFORMATION.
TO BORROWER'S KNOWLEDGE, ALL FINANCIAL DATA,
INCLUDING, WITHOUT LIMITATION, THE STATEMENTS OF CASH FLOW AND INCOME AND
OPERATING EXPENSE, THAT HAVE BEEN DELIVERED TO LENDER IN RESPECT OF THE PROPERTY
(I) ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, (II) ACCURATELY
REPRESENT THE FINANCIAL CONDITION OF THE PROPERTY AS OF THE DATE OF SUCH
REPORTS, AND (III) TO THE EXTENT PREPARED OR AUDITED BY AN INDEPENDENT CERTIFIED
PUBLIC ACCOUNTING FIRM, HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING
PRINCIPLES REASONABLY ACCEPTABLE TO LENDER, CONSISTENTLY APPLIED THROUGHOUT THE
PERIODS COVERED, EXCEPT AS DISCLOSED THEREIN.
BORROWER DOES NOT HAVE ANY
CONTINGENT LIABILITIES, LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG-TERM
COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS
THAT ARE KNOWN TO BORROWER AND REASONABLY LIKELY TO HAVE A MATERIALLY ADVERSE
EFFECT ON THE PROPERTY OR THE OPERATION THEREOF AS AN OFFICE BUILDING, EXCEPT AS
REFERRED TO OR REFLECTED IN SAID FINANCIAL STATEMENTS.
SINCE THE DATE OF SUCH
FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIALLY