COMPLY
WITH ALL OF THE ASSUMPTIONS MADE WITH RESPECT TO IT IN ANY SUCH INSOLVENCY
OPINION.
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 LOAN 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 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.
31
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 THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED; (B) 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 (C) SUBJECT TO ANY OTHER
FEDERAL OR STATE LAW OR REGULATION WHICH PURPORTS TO RESTRICT OR REGULATE ITS
ABILITY TO BORROW MONEY.
4.1.35
PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION. BORROWER SHALL NOT
CHANGE ITS PRINCIPAL PLACE OF BUSINESS SET FORTH IN THE INTRODUCTORY PARAGRAPH
OF THIS LOAN AGREEMENT WITHOUT FIRST GIVING LENDER THIRTY (30) DAYS PRIOR
WRITTEN NOTICE. BORROWER SHALL NOT CHANGE THE PLACE OF ITS ORGANIZATION AS SET
FORTH IN THE INTRODUCTORY PARAGRAPH OF THIS LOAN AGREEMENT WITHOUT THE CONSENT
OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED. UPON LENDER'S REQUEST, BORROWER SHALL EXECUTE AND DELIVER ADDITIONAL
FINANCING STATEMENTS, SECURITY AGREEMENTS AND OTHER INSTRUMENTS WHICH MAY BE
NECESSARY TO EFFECTIVELY EVIDENCE OR PERFECT LENDER'S SECURITY INTEREST IN THE
PROPERTY AS A RESULT OF SUCH CHANGE OF PRINCIPAL PLACE OF BUSINESS OR PLACE OF
ORGANIZATION.
4.1.36
OFAC. BORROWER REPRESENTS AND COVENANTS THAT IT IS NOT AND WILL NOT
BECOME A PERSON