OR OTHER PROCEEDING HAS BEEN COMMENCED OR, TO BORROWER'S
BEST KNOWLEDGE, IS CONTEMPLATED WITH RESPECT TO ALL OR PART OF THE PROPERTY OR
FOR THE RELOCATION OF ROADWAYS PROVIDING ACCESS TO THE PROPERTY.
THERE ARE NO
CLAIMS FOR PAYMENT FOR WORK, LABOR OR MATERIALS AFFECTING THE PROPERTY WHICH ARE
OR MAY BECOME A LIEN PRIOR TO, OR OF EQUAL PRIORITY WITH, THE LIENS CREATED BY
THE LOAN DOCUMENTS.
THERE ARE NO OUTSTANDING OPTIONS TO PURCHASE OR RIGHTS OF
FIRST REFUSAL AFFECTING ALL OR ANY PORTION OF THE PROPERTY.
THE SURVEY FOR THE
PROPERTY DELIVERED TO LENDER DOES NOT FAIL TO REFLECT ANY MATERIAL MATTER
AFFECTING THE PROPERTY OR THE TITLE THERETO.
EXCEPT AS SHOWN ON THE SURVEY, ALL
OF THE IMPROVEMENTS INCLUDED IN DETERMINING THE APPRAISED VALUE OF THE PROPERTY
LIE WHOLLY WITHIN THE BOUNDARIES AND BUILDING RESTRICTION LINES OF THE PROPERTY,
AND NO IMPROVEMENT ON AN ADJOINING PROPERTY ENCROACHES UPON THE PROPERTY, AND NO
EASEMENT OR OTHER ENCUMBRANCE UPON THE PROPERTY ENCROACHES UPON ANY OF THE
IMPROVEMENTS, EXCEPT THOSE INSURED AGAINST BY THE TITLE INSURANCE POLICY.
EACH
PARCEL COMPRISING THE PROPERTY IS A SEPARATE TAX LOT AND IS NOT A PORTION OF ANY
OTHER TAX LOT THAT IS NOT A PART OF THE PROPERTY.
TO THE BEST OF BORROWER'S
KNOWLEDGE, THERE ARE NO PENDING OR PROPOSED SPECIAL OR OTHER ASSESSMENTS FOR
PUBLIC IMPROVEMENTS OR OTHERWISE AFFECTING THE PROPERTY, OR ANY CONTEMPLATED
IMPROVEMENTS TO THE PROPERTY THAT MAY RESULT IN SUCH SPECIAL OR OTHER
ASSESSMENTS.
4.7
NO BANKRUPTCY FILING.
BORROWER IS NOT CONTEMPLATING EITHER THE
FILING OF A PETITION BY IT UNDER ANY STATE OR FEDERAL BANKRUPTCY OR INSOLVENCY
LAW OR THE LIQUIDATION OF ALL OR A MAJOR PORTION OF ITS PROPERTY (A "BANKRUPTCY
PROCEEDING"), AND BORROWER HAS NO KNOWLEDGE OF ANY PERSON CONTEMPLATING THE
FILING OF ANY SUCH PETITION AGAINST BORROWER.
IN ADDITION, NEITHER BORROWER NOR
ANY PRINCIPAL NOR AFFILIATE OF BORROWER HAS BEEN A PARTY TO, OR THE SUBJECT OF A
BANKRUPTCY PROCEEDING FOR THE PAST TEN YEARS.
4.8
FULL AND ACCURATE DISCLOSURE.
NO STATEMENT OF FACT MADE BY
BORROWER IN ANY OF THE LOAN DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE STATEMENTS
CONTAINED THEREIN NOT MISLEADING.
THERE IS NO MATERIAL FACT PRESENTLY KNOWN TO
BORROWER THAT HAS NOT BEEN DISCLOSED TO LENDER WHICH ADVERSELY AFFECTS, OR, AS
FAR AS BORROWER CAN FORESEE, MIGHT ADVERSELY AFFECT, THE PROPERTY OR THE
BUSINESS, OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF BORROWER.
ALL
FINANCIAL DATA, INCLUDING THE STATEMENTS OF CASH FLOW AND INCOME AND OPERATING
EXPENSE, THAT HAVE BEEN DELIVERED TO LENDER IN RESPECT OF BORROWER AND, TO
BORROWER'S KNOWLEDGE, THE PROPERTY (I) ARE TRUE, COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS, (II) ACCURATELY REPRESENT THE FINANCIAL CONDITION OF BORROWER
AND THE PROPERTY AS OF THE DATE OF SUCH REPORTS, AND (III) TO THE EXTENT
PREPARED BY AN INDEPENDENT
32
CERTIFIED PUBLIC ACCOUNTING FIRM, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED THROUGHOUT THE PERIODS COVERED, EXCEPT