FORTH ON THE APPRAISAL OF THE PROPERTY DELIVERED TO
LENDER.
4.1.29
FILING AND RECORDING TAXES.
ALL TRANSFER TAXES, DEED
STAMPS, INTANGIBLE TAXES OR OTHER AMOUNTS IN THE NATURE OF TRANSFER TAXES
REQUIRED TO BE PAID BY ANY PERSON UNDER APPLICABLE LEGAL REQUIREMENTS CURRENTLY
IN EFFECT IN CONNECTION WITH THE ACQUISITION OF THE PROPERTY BY BORROWER HAVE
BEEN PAID OR ARE SIMULTANEOUSLY BEING PAID.
ALL MORTGAGE, MORTGAGE RECORDING,
STAMP, INTANGIBLE OR OTHER SIMILAR TAX REQUIRED TO BE PAID BY ANY PERSON UNDER
APPLICABLE LEGAL REQUIREMENTS CURRENTLY IN EFFECT IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDATION, FILING, REGISTRATION, PERFECTION OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
MORTGAGE, HAVE BEEN PAID, AND, UNDER CURRENT LEGAL REQUIREMENTS, THE MORTGAGE IS
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS BY LENDER (OR ANY SUBSEQUENT HOLDER
THEREOF).
4.1.30
SPECIAL PURPOSE ENTITY/SEPARATENESS.
(A)
UNTIL THE
DEBT HAS BEEN PAID IN FULL, BORROWER HEREBY REPRESENTS, WARRANTS AND COVENANTS
THAT THE BORROWER IS, SHALL BE AND SHALL CONTINUE TO BE A SPECIAL PURPOSE
ENTITY.
IF BORROWER CONSISTS OF MORE THAN ONE PERSON, EACH SUCH PERSON SHALL BE
A SPECIAL PURPOSE ENTITY.
(B)
THE REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN SECTION 4.1.30(A) SHALL SURVIVE FOR SO LONG AS ANY AMOUNT
REMAINS PAYABLE TO LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(C)
INTENTIONALLY OMITTED.
4.1.31
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT IS IN
FULL FORCE AND EFFECT AND, TO BORROWER'S KNOWLEDGE, THERE IS NO DEFAULT
THEREUNDER BY ANY PARTY THERETO AND NO EVENT HAS OCCURRED THAT, WITH THE PASSAGE
OF TIME AND/OR THE GIVING OF NOTICE WOULD CONSTITUTE A DEFAULT THEREUNDER.
4.1.32
ILLEGAL ACTIVITY.
TO BORROWER'S KNOWLEDGE, NO PORTION
OF THE PROPERTY HAS BEEN OR WILL BE PURCHASED WITH PROCEEDS OF ANY ILLEGAL
ACTIVITY.
4.1.33
NO CHANGE IN FACTS OR CIRCUMSTANCES; DISCLOSURE.
ALL
INFORMATION SUBMITTED BY BORROWER TO LENDER AND IN ALL FINANCIAL STATEMENTS,
RENT ROLLS, REPORTS, CERTIFICATES AND OTHER DOCUMENTS SUBMITTED IN CONNECTION
WITH THE LOAN OR IN SATISFACTION OF THE TERMS THEREOF AND ALL STATEMENTS OF FACT
MADE BY BORROWER IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, ARE ACCURATE,
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, PROVIDED, HOWEVER, THAT IF SUCH
INFORMATION WAS PROVIDED TO BORROWER BY NON-AFFILIATED THIRD PARTIES, BORROWER
REPRESENTS THAT SUCH INFORMATION IS, TO THE BEST OF ITS KNOWLEDGE AFTER DUE
INQUIRY, ACCURATE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN ANY CONDITION, FACT, CIRCUMSTANCE OR EVENT
THAT WOULD MAKE ANY SUCH INFORMATION INACCURATE, INCOMPLETE OR
33
OTHERWISE MISLEADING IN ANY MATERIAL RESPECT OR THAT OTHERWISE MATERIALLY AND
ADVERSELY AFFECTS OR MIGHT MATERIALLY AND ADVERSELY AFFECT THE PROPERTY OR THE
BUSINESS OPERATIONS OR THE FINANCIAL CONDITION OF BORROWER.
BORROWER HAS
DISCLOSED TO LENDER ALL MATERIAL FACTS AND HAS NOT FAILED TO DISCLOSE ANY
MATERIAL FACT THAT COULD CAUSE ANY REPRESENTATION OR WARRANTY MADE HEREIN TO BE
MATERIALLY MISLEADING.
4.1.34
INVESTMENT COMPANY ACT. BORROWER IS NOT (A) AN
"INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY,"
WITHIN THE MEANING OF