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).
BORROWER IS
NOT 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.
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
44
SAME USE WITHOUT VIOLATING ANY ZONING OR OTHER ORDINANCES APPLICABLE THERETO AND
WITHOUT THE NECESSITY OF 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 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.
BORROWER IS NOT (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 UTILITY HOLDING
COMPANY ACT OF 1935, AS AMENDED; OR (III) SUBJECT TO ANY OTHER FEDERAL OR STATE
LAW OR REGULATION WHICH PURPORTS TO RESTRICT OR REGULATE ITS ABILITY TO