PLAN" (WITHIN THE MEANING OF SECTION 3(37)(A)
OF ERISA).
4.11
COMPLIANCE.
BORROWER AND MORTGAGE BORROWER AND, TO BORROWER'S BEST
KNOWLEDGE, THE PROPERTY AND THE USE THEREOF COMPLY IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE LEGAL REQUIREMENTS (INCLUDING WITH RESPECT TO PARKING AND
APPLICABLE ZONING AND LAND USE LAWS, REGULATIONS AND ORDINANCES).
NEITHER
BORROWER NOR MORTGAGE BORROWER IS IN DEFAULT OR VIOLATION OF ANY ORDER, WRIT,
INJUNCTION, DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY, THE VIOLATION OF
WHICH MIGHT MATERIALLY ADVERSELY AFFECT THE CONDITION (FINANCIAL OR
OTHERWISE) OR BUSINESS OF BORROWER OR MORTGAGE BORROWER, AS APPLICABLE.
THE
PROPERTY IS USED EXCLUSIVELY AS AN OFFICE BUILDING PROPERTY AND OTHER
APPURTENANT AND RELATED USES.
IN THE EVENT THAT ALL OR ANY PART OF THE
IMPROVEMENTS ARE DESTROYED OR DAMAGED, SAID IMPROVEMENTS CAN BE LEGALLY
RECONSTRUCTED TO THEIR CONDITION PRIOR TO SUCH DAMAGE OR DESTRUCTION, AND
THEREAFTER EXIST FOR THE SAME USE WITHOUT VIOLATING ANY ZONING OR OTHER
ORDINANCES APPLICABLE THERETO AND WITHOUT THE NECESSITY OF
38
OBTAINING ANY VARIANCES OR SPECIAL PERMITS.
NO LEGAL PROCEEDINGS ARE PENDING
OR, TO THE KNOWLEDGE OF BORROWER, THREATENED WITH RESPECT TO THE ZONING OF THE
PROPERTY.
NEITHER THE ZONING NOR ANY OTHER RIGHT TO CONSTRUCT, USE OR OPERATE
THE PROPERTY IS IN ANY WAY DEPENDENT UPON OR RELATED TO ANY PROPERTY OTHER THAN
THE PROPERTY. ALL CERTIFICATIONS, PERMITS, LICENSES AND APPROVALS, INCLUDING
CERTIFICATES OF COMPLETION AND OCCUPANCY PERMITS REQUIRED FOR THE LEGAL USE,
OCCUPANCY AND OPERATION OF THE PROPERTY (COLLECTIVELY, THE "LICENSES"), HAVE
BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
THE USE BEING MADE OF THE
PROPERTY IS IN CONFORMITY WITH THE CERTIFICATE OF OCCUPANCY ISSUED FOR THE
PROPERTY AND ALL OTHER RESTRICTIONS, COVENANTS AND CONDITIONS AFFECTING THE
PROPERTY.
4.12
CONTRACTS.
THERE ARE NO SERVICE, MAINTENANCE OR REPAIR CONTRACTS
AFFECTING THE PROPERTY THAT ARE NOT TERMINABLE ON ONE MONTH'S NOTICE OR LESS
WITHOUT CAUSE AND WITHOUT PENALTY OR PREMIUM.
ALL SERVICE, MAINTENANCE OR
REPAIR CONTRACTS AFFECTING THE PROPERTY HAVE BEEN ENTERED INTO AT ARMS-LENGTH IN
THE ORDINARY COURSE OF MORTGAGE BORROWER'S BUSINESS (OR THAT OF ITS PREDECESSOR
IN INTEREST) AND PROVIDE FOR THE PAYMENT OF FEES IN AMOUNTS AND UPON TERMS
COMPARABLE TO EXISTING MARKET RATES.
4.13
FEDERAL RESERVE REGULATIONS; INVESTMENT COMPANY ACT.
NO PART OF THE
PROCEEDS OF THE LOAN WILL BE USED FOR THE PURPOSE OF PURCHASING OR ACQUIRING ANY
"MARGIN STOCK" WITHIN THE MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM OR FOR ANY OTHER PURPOSE THAT WOULD BE INCONSISTENT
WITH SUCH REGULATION U OR ANY OTHER REGULATION OF SUCH BOARD OF GOVERNORS, OR
FOR ANY PURPOSE PROHIBITED BY LEGAL REQUIREMENTS OR ANY LOAN DOCUMENT.
NEITHER
BORROWER NOR MORTGAGE BORROWER IS (I) AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED; (II) A "HOLDING COMPANY" OR A "SUBSIDIARY
COMPANY" OF A "HOLDING COMPANY" OR AN "AFFILIATE" OF EITHER A "HOLDING COMPANY"
OR A "SUBSIDIARY COMPANY" WITHIN THE MEANING OF THE PUBLIC