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 CERTIFIED PUBLIC ACCOUNTING FIRM,
HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE
PERIODS COVERED, EXCEPT AS DISCLOSED THEREIN.
BORROWER DOES NOT HAVE ANY
CONTINGENT LIABILITIES, LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG-TERM
COMMITMENTS, UNREALIZED OR ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS
OR ANY LIABILITIES OR OBLIGATIONS NOT EXPRESSLY PERMITTED BY THIS AGREEMENT.
SINCE THE DATE OF SUCH FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIALLY
ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATIONS OR BUSINESS OF BORROWER OR
THE PROPERTY FROM THAT SET FORTH IN SAID FINANCIAL STATEMENTS.
4.9
TAX FILINGS.
TO THE EXTENT REQUIRED, BORROWER
HAS FILED (OR HAS OBTAINED EFFECTIVE EXTENSIONS FOR FILING) ALL FEDERAL, STATE
AND LOCAL TAX RETURNS REQUIRED TO BE FILED AND HAVE PAID OR MADE ADEQUATE
PROVISION FOR THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES, CHARGES AND
ASSESSMENTS PAYABLE BY BORROWER.
BORROWER BELIEVES THAT ITS TAX RETURNS (IF
ANY) PROPERLY REFLECT THE INCOME AND TAXES OF BORROWER FOR THE PERIODS COVERED
THEREBY, SUBJECT ONLY TO REASONABLE ADJUSTMENTS REQUIRED BY THE INTERNAL REVENUE
SERVICE OR OTHER APPLICABLE TAX AUTHORITY UPON AUDIT.
4.10
NO PLAN ASSETS.
AS OF THE DATE HEREOF AND
THROUGHOUT THE TERM (I) BORROWER IS NOT AND WILL NOT BE AN "EMPLOYEE BENEFIT
PLAN," AS DEFINED IN SECTION 3(3) OF ERISA, SUBJECT TO TITLE I OF ERISA,
(II) NONE OF THE ASSETS OF BORROWER CONSTITUTES OR WILL CONSTITUTE "PLAN ASSETS"
OF ONE OR MORE SUCH PLANS WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101,
(III)
BORROWER IS NOT AND WILL NOT BE A "GOVERNMENTAL PLAN" WITHIN THE MEANING
OF SECTION 3(32) OF ERISA, AND (IV) TRANSACTIONS BY OR WITH BORROWER ARE NOT AND
WILL NOT BE SUBJECT TO STATE STATUTES REGULATING INVESTMENT OF, AND FIDUCIARY
OBLIGATIONS WITH RESPECT TO, GOVERNMENTAL PLANS.
AS OF THE DATE HEREOF, NEITHER
BORROWER, NOR ANY MEMBER OF A "CONTROLLED GROUP OF CORPORATIONS" (WITHIN THE
MEANING OF SECTION 414 OF THE CODE) MAINTAINS, SPONSORS OR CONTRIBUTES TO A
"DEFINED BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(35) OF ERISA) OR A
"MULTIEMPLOYER PENSION PLAN" (WITHIN THE MEANING OF SECTION 3(37)(A) OF ERISA).
4.11
COMPLIANCE.
EACH
BORROWER AND, TO