EXIST UNDER THE PROVISIONS OF ANY PROPERTY AGREEMENT.
(V)
NO CONDITION EXISTS WHEREBY BORROWER OR ANY FUTURE OWNER OF A
PROJECT MAY BE REQUIRED TO PURCHASE ANY OTHER PARCEL OF LAND WHICH IS SUBJECT TO
ANY PROPERTY AGREEMENT OR WHICH GIVES ANY PERSON A RIGHT TO PURCHASE, OR RIGHT
OF FIRST REFUSAL WITH RESPECT TO, A PROJECT.
(VI)
TO THE BEST KNOWLEDGE OF BORROWER, NO OFFSET OR ANY RIGHT OF OFFSET
EXISTS RESPECTING CONTINUED CONTRIBUTIONS TO BE MADE BY ANY PARTY TO ANY
PROPERTY AGREEMENT EXCEPT AS EXPRESSLY SET FORTH THEREIN. EXCEPT AS PREVIOUSLY
DISCLOSED TO LENDER IN WRITING, NO MATERIAL EXCLUSIONS OR RESTRICTIONS ON THE
UTILIZATION, LEASING OR IMPROVEMENT OF ANY PROJECT (INCLUDING NON COMPETE
AGREEMENTS) EXIST IN ANY PROPERTY AGREEMENT.
(VII)
ALL "PRE OPENING" REQUIREMENTS CONTAINED IN ALL PROPERTY AGREEMENTS
(INCLUDING, BUT NOT LIMITED TO, ALL OFF SITE AND ON SITE CONSTRUCTION
REQUIREMENTS), IF ANY, HAVE BEEN FULFILLED, AND, TO THE BEST OF BORROWER'S
KNOWLEDGE, NO CONDITION NOW EXISTS WHEREBY ANY PARTY TO ANY SUCH PROPERTY
AGREEMENT COULD REFUSE TO HONOR ITS OBLIGATIONS THEREUNDER.
(VIII)
ALL WORK, IF ANY, TO BE PERFORMED BY BORROWER UNDER EACH OF THE
PROPERTY AGREEMENTS HAS BEEN SUBSTANTIALLY PERFORMED, ALL CONTRIBUTIONS TO BE
MADE BY BORROWER TO ANY PARTY TO SUCH PROPERTY AGREEMENTS HAVE BEEN MADE, AND
ALL OTHER CONDITIONS TO SUCH PARTY'S OBLIGATIONS THEREUNDER HAVE BEEN SATISFIED.
(Q)
PERSONAL PROPERTY. BORROWER OWNS NO PERSONAL PROPERTY THAT IS
MATERIAL TO THE OPERATION OF THE PROJECTS.
(R)
LEASING BROKERAGE AND MANAGEMENT FEES. EXCEPT AS PREVIOUSLY
DISCLOSED TO LENDER IN WRITING, THERE ARE NO BROKERAGE FEES OR COMMISSIONS
PAYABLE BY BORROWER WITH RESPECT TO THE LEASING OF SPACE AT THE PROJECTS AND
THERE ARE NO MANAGEMENT FEES PAYABLE BY BORROWER WITH RESPECT TO THE MANAGEMENT
OF THE PROJECTS.
(S)
SECURITY DEPOSITS. ALL SECURITY DEPOSITS HELD BY BORROWER IN THE
FORM OF CASH DEPOSITS WITH RESPECT TO THE PROJECTS ON THE DATE HEREOF HAVE BEEN
TRANSFERRED TO THE SECURITY DEPOSIT ACCOUNT ON THE DATE HEREOF, IF, PURSUANT TO
APPLICABLE LEGAL REQUIREMENTS, SUCH SECURITY DEPOSITS ARE REQUIRED TO BE HELD IN
A SEGREGATED ACCOUNT. BORROWER IS IN COMPLIANCE WITH ALL LEGAL REQUIREMENTS
RELATING TO SUCH SECURITY DEPOSITS AS TO WHICH FAILURE TO COMPLY MIGHT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(T)
[RESERVED.]
42
(U)
REPRESENTATIONS GENERALLY. THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT, AND THE REVIEW AND INQUIRY MADE ON BEHALF OF
BORROWER THEREFOR, HAVE ALL BEEN MADE BY PERSONS HAVING THE REQUISITE EXPERTISE
AND KNOWLEDGE TO PROVIDE SUCH REPRESENTATIONS AND WARRANTIES. NO REPRESENTATION,
WARRANTY OR STATEMENT OF FACT MADE BY OR ON BEHALF OF BORROWER IN THIS AGREEMENT
OR IN ANY CERTIFICATE, DOCUMENT OR SCHEDULE FURNISHED TO LENDER PURSUANT HERETO,
CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL
FACT NECESSARY TO MAKE STATEMENTS CONTAINED THEREIN OR HEREIN NOT MISLEADING
(WHICH MAY BE TO BORROWER'S BEST KNOWLEDGE WHERE SO PROVIDED HEREIN). THERE ARE
NO FACTS PRESENTLY KNOWN TO BORROWER WHICH HAVE NOT BEEN DISCLOSED TO