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200507874
<br />operations of Borrower which would have a Material Adverse Effect. Neither Borrower nor, if applicable, any
<br />General Partner, has incurred any obligation or liability, contingent or otherwise not reflected in such financial
<br />statements which would have a Material Adverse Effect.
<br />(m) Transaction Brokerage Fees. Borrower has not dealt with any financial advisors, brokers,
<br />underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Security
<br />Instrument. All brokerage fees, commissions and other expenses payable in connection with the transactions
<br />contemplated by the Loan Documents have been paid in full by Borrower contemporaneously with the execution of
<br />the Loan Documents and the funding of the Loan. Borrower hereby agrees to indemnify and hold Lender harmless
<br />for, from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising
<br />from (i) a claim by any Person that such Person acted on behalf of Borrower in connection with the transactions
<br />contemplated herein or (ii) any breach of the foregoing representation. The provisions of this subsection (m) shall
<br />survive the repayment of the Debt.
<br />(n) Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of
<br />"Purchasing" or "carrying" any "margin stock" within the meaning of Regulations T, U or X of the Board of
<br />Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such
<br />Regulations T, U or X or any other Regulations of such Board of Governors, or for any purposes prohibited by
<br />Legal Requirements or by the terms and conditions of the Loan Documents.
<br />(o) Pending Litigation. There are no actions, suits or proceedings pending or, to the best knowledge
<br />of Borrower, threatened against or affecting Borrower or the Property in any court or before any Governmental
<br />Authority which if adversely determined either individually or collectively has or is reasonably likely to have a
<br />Material Adverse Effect.
<br />(p) Solvency, No Bankruptcy. Each of Borrower and, if applicable, the General Partner, (i) is and has
<br />at all times been Solvent and will remain Solvent immediately upon the consummation of the transactions
<br />contemplated by the Loan Documents and (ii) is free from bankruptcy, reorganization or arrangement proceedings
<br />or a general assignment for the benefit of creditors and is not contemplating the filing of a petition under any state or
<br />federal bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person's assets or property
<br />and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or, if
<br />applicable, the General Partner. None of the transactions contemplated hereby will be or have been made with an
<br />intent to hinder, delay or defraud any present or future creditors of Borrower and Borrower has received reasonably
<br />equivalent value in exchange for its obligations under the Loan Documents. Borrower's assets do not, and
<br />immediately upon consummation of the transaction contemplated in the Loan Documents will not, constitute
<br />unreasonably small capital to carry out its business as presently conducted or as proposed to be conducted.
<br />Borrower does not intend to, nor believe that it will, incur debts and liabilities beyond its ability to pay such debts as
<br />they may mature.
<br />(q) Use of Proceeds. The proceeds of the Loan shall be applied by Borrower to, inter alia, (i) satisfy
<br />certain mortgage loans presently encumbering all or a part of the Property, (ii) pay certain transaction costs incurred
<br />by Borrower in connection with the Loan and (iii) for operating capital. No portion of the proceeds of the Loan will
<br />be used for family, personal, agricultural or household use.
<br />(r) Tax Filings. Borrower and, if applicable, each General Partner, have filed all federal, state and
<br />local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state
<br />and local taxes, charges and assessments payable by Borrower and, if applicable, the General Partners. Borrower
<br />and, if applicable, the General Partners, believe that their respective tax returns properly reflect the income and taxes
<br />of Borrower and said General Partner, if any, for the periods covered thereby, subject only to reasonable adjustments
<br />required by the Internal Revenue Service or other applicable tax authority upon audit.
<br />Code.
<br />(s) Not Foreign Person. Borrower is not a "foreign person" within the meaning of § 1445(f)(3) of the
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