DEBT HAS BEEN
PAID IN FULL, BORROWER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT BORROWER
IS, SHALL BE AND SHALL CONTINUE TO BE A SPECIAL PURPOSE ENTITY.
LENDER
ACKNOWLEDGES THAT THE SINGLE PURPOSE PROVISIONS CONTAINED IN THE OPERATING
AGREEMENT OF THE BORROWER AS OF THE DATE HEREOF SATISFY THE REQUIREMENTS OF A
SINGLE 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)
ALL OF THE FACTS STATED AND ALL OF THE ASSUMPTIONS MADE IN THE
INSOLVENCY OPINION, INCLUDING, BUT NOT LIMITED TO, IN ANY EXHIBITS ATTACHED
THERETO, ARE TRUE AND CORRECT IN ALL RESPECTS.
BORROWER HAS COMPLIED AND WILL
COMPLY WITH ALL OF THE ASSUMPTIONS MADE WITH RESPECT TO BORROWER IN THE
INSOLVENCY OPINION.
BORROWER WILL COMPLY WITH ALL OF THE ASSUMPTIONS MADE WITH
RESPECT TO BORROWER AND PRINCIPAL IN ANY SUBSEQUENT NON-CONSOLIDATION OPINION
REQUIRED TO BE DELIVERED IN CONNECTION WITH THE LOAN DOCUMENTS (AN "ADDITIONAL
INSOLVENCY OPINION").
EACH AFFILIATE OF BORROWER AND PRINCIPAL WITH RESPECT TO
WHICH AN ASSUMPTION SHALL BE MADE IN ANY ADDITIONAL INSOLVENCY OPINION WILL
COMPLY WITH ALL OF THE ASSUMPTIONS MADE WITH RESPECT TO IT IN ANY ADDITIONAL
INSOLVENCY OPINION.
4.1.31
PROPERTY MANAGEMENT AGREEMENT.
THE PROPERTY MANAGEMENT AGREEMENT IS
IN FULL FORCE AND EFFECT AND THERE ARE NO DEFAULTS 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.
41
4.1.32
ILLEGAL ACTIVITY.
NO PORTION OF THE PROPERTY HAS BEEN TO BORROWER'S
KNOWLEDGE NOR WILL BE PURCHASED BY BORROWER 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
(INCLUDING THE RENT ROLL ATTACHED HERETO AS SCHEDULE II), 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 BORROWER'S KNOWLEDGE, ACCURATE, COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS.
TO BORROWER'S KNOWLEDGE, 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.
TO BORROWER'S KNOWLEDGE, BORROWER HAS DISCLOSED TO
LENDER ALL MATERIAL FACTS AND HAS NOT FAILED TO DISCLOSE ANY MATERIAL FACT THAT
COULD CAUSE ANY PROVIDED INFORMATION OR 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