Common use of Borrower’s Representations Clause in Contracts

Borrower’s Representations. The Borrower hereby represents, warrants and covenants as follows: (a) The Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of Dyax. (e) The Borrower as of the date hereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000.

Borrower’s Representations. The Borrower hereby represents, represents and warrants and covenants to the Creditor, as of the date hereof and each other date on which the Group Parent issues Settlement Shares to the Creditor, as follows: (ai) The Group Parent and each of its subsidiaries are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. (ii) The Borrower has the full power, requisite power and authority and legal right to enter into and perform its obligations under this Agreement to be bound hereby Agreement. The execution by the Borrower and to perform and observe the terms and conditions hereofconsummation by the Borrower of the transactions contemplated hereby, and is in compliance with all including, without limitation, the issuance of the Settlement Shares have been duly authorized by such Borrower’s Board of Directors (or other applicable material laws, rules and regulations. (b) governing body). This Agreement has and any related documents have been duly executed and delivered by the Borrower such Borrower, and constitutes constitute the legal, valid and binding obligation obligations of the Borrower Borrower, enforceable against him the Borrower in accordance with its their respective terms, subjectexcept as such enforceability may be limited by general principles of equity or applicable bankruptcy, as to insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of remedies, applicable creditors’ rights and remedies and except as rights to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally indemnification and to moratorium laws from time to time in effect and to general principles of equitycontribution may be limited by federal or state securities laws. (ciii) The executionBorrower has, delivery during the preceding 12 months, filed with the United States Securities and performance Exchange Commission (the “SEC”) all reports and other materials required by the Borrower Securities Exchange Act of this Agreement does not and will not 1934, as amended (i) violate or constitute a default under any provision of any agreementthe “Exchange Act”), note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or as applicable (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing all of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower foregoing filed prior to the date hereof) hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or (iii) constitute omitted to state a default thereunder material fact required to be stated therein or result necessary in order to make the statements therein, in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets light of the Borrowercircumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. (div) The Pledged Securities consist Borrower represents that the Debt is a bona-fide claim against the Borrower and that the loan agreement, promissory notes and other documentation associated with the Debt are accurate representations of not fewer than 431,056 shares the nature of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Stock the Debt and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned the amounts owed by the Borrower to Creditor. (v) The Borrower confirms that neither it nor any other person acting on its behalf has provided the Creditor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Group Parent or any of its subsidiaries, other than the existence of the transactions contemplated by this Agreement. The Borrower understands and confirms that the Creditor will rely on the foregoing representations in effecting transactions in securities of the Group Parent. To the knowledge of the Borrower after reasonable inquiry, all disclosures provided to the Creditor regarding the Group Parent and its subsidiaries, their businesses and the transactions contemplated hereby, including any schedules to this Agreement, furnished by or on behalf of Group Parent or any of its subsidiaries, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (vi) When issued and delivered, the Settlement Shares shall be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrancesencumbrances and rights of refusal of any kind. (vii) The Borrower represents that it has not paid, attachmentsand shall not pay, security interestsany commissions or other remuneration, pledges directly or indirectly, to any third party for the solicitation of any Tranche pursuant to this Agreement. Other than the settlement of Creditor’s claims to the Debt, the Borrower has not received and chargeswill not receive any consideration from the Creditor for the Settlement Shares to be issued pursuant to this Agreement. (viii) To the Borrower’s knowledge, neither the Creditor nor any of its affiliates, (A) is or was an officer, director, 10% shareholder, control person, or affiliate of the Borrower within the last 90 days, or (B) has or will, directly or indirectly, provide any consideration to or invest in any manner in the Borrower in exchange or consideration for, or otherwise in connection with, the sale or satisfaction of the Debt, other than pursuant to this Agreement. (ix) The Borrower acknowledges and agrees that (A) the issuance of Settlement Shares pursuant to this Agreement may have a dilutive effect, which may be substantial, (B) neither the Borrower nor any of the Borrower’s affiliates has or will provide the Creditor with any material non-public information regarding the Borrower or its securities, and (C) the Creditor has no obligation of confidentiality to the Borrower and may sell any of its Settlement Shares issued pursuant to this Agreement at any time but subject to compliance with applicable laws and regulations. (x) The Borrower acknowledges and agrees that with respect to this Agreement and the transactions contemplated hereby, (A) the Creditor is acting solely in an arm’s length capacity, (B) the Creditor does not make and has not made any representations or warranties, other than those specifically set forth in favor this Agreement, (C) except as set forth in this Agreement, the Borrower’s obligations hereunder are unconditional and absolute and not subject to any right of Dyaxset off, counterclaim, delay or reduction, regardless of any claim the Borrower may have against the Creditor, (D) the Creditor has not and is not acting as a legal, financial, accounting or tax advisor to the Borrower, or agent or fiduciary of the Borrower, or in any similar capacity, and (E) any statement made by the Creditor or any of the Creditor’s representatives, agents or attorneys is not advice or a recommendation to the Borrower. (exi) The Except as disclosed in SEC Documents, the Borrower has not, in the 12 months preceding the date of this Agreement, received notice from any national securities exchange or automated quotation system on which the shares in Group Parent are listed or designated for quotation to the effect that the Borrower is not in compliance with the listing or maintenance requirements of such national securities exchange or automated quotation system. As of the date of this Agreement, to the Borrower’s actual knowledge based solely on absence of, as of the date hereof hereof, any notice from any such securities exchange or automated quotation system that the Borrower is not in compliance with the listing or maintenance requirements of such national securities exchange or automated quotation system, the Borrower is in compliance with all such listing and maintenance requirements. (xii) The Group Parent, through its Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (“FAST”) Program and utilizes DTC’s DWAC service, and the Settlement Shares may be issued and transferred electronically to third parties via DTC’s DWAC service. The Borrower has not, in the 12 months preceding the date of this Agreement, received any notice from DTC to the effect that a net worthsuspension of, defined or restriction on, accepting additional deposits of shares in the Group Parent or electronic trading or settlement services with respect to such shares are being imposed or are contemplated by DTC. (xiii) The Group Parent’s shares are listed on the Nasdaq Capital Market. (xiv) No suspension of trading of the Group Parent’s shares is in effect. (xv) No injunctions or other legal proceedings relating to this Agreement is pending or threatened against the Borrower. (xvi) The Borrower has delivered or will deliver to the Creditor and the Group Parent’s transfer agent an opinion of counsel in a form acceptable to the Creditor, to the effect that the Settlement Shares issued hereunder are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by Creditor without restriction. (xvii) Except as disclosed in SEC Documents, the fair market value Borrower is not in a default under, or has given to others any rights of total assetstermination, exclusive amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Borrower or any of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000its subsidiaries is a party.

Borrower’s Representations. The Borrower hereby represents, warrants and covenants as follows: (a) The Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 60,000 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Common Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of DyaxXxxx. (e) The Borrower as of the date hereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000.

Borrower’s Representations. The Borrower hereby represents, warrants and covenants as follows: (a) The Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 60,000 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Common Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of Dyax. (e) The Borrower as of the date hereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000.

Borrower’s Representations. The Borrower hereby represents, warrants and covenants as follows: (a) The Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 120,000 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Common Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of Dyax. (e) The Borrower as of the date hereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000.

Borrower’s Representations. The Borrower hereby represents, warrants and covenants as follows: (a) The Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the filing of the appropriate number of UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 120,000 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Common Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of DyaxXxxx. (e) The Borrower as of the date hereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000.

Borrower’s Representations. The Borrower hereby representsrepresents to Lender that no pending action, warrants and covenants as follows: suit or proceeding, or any governmental investigation or any arbitration, exists or, to the knowledge of Borrower, is threatened against Borrower or the Property before any governmental or administrative body, agency or official which (ai) The challenges the validity of the Commitment or the Loan Documents, or the authority of Borrower has the full power, authority and legal right to enter into this Agreement to be bound hereby and the Commitment or the Loan Documents or to perform and observe the terms and conditions hereof, and is in compliance with all applicable material laws, rules and regulations. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against him in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) violate transactions herein or constitute a default under any provision of any agreement, note or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, or any law, rule or regulation, order writ, injunction or decree of any court or governmental instrumentality or any contractual restriction binding on the Borrowertherein, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than would have a material adverse effect on the filing occupancy of the appropriate number Property or on the business, financial condition or results of UCC-1 financing statements covering operations of Borrower, Key Principals or the Pledged SecuritiesProperty. Borrower shall deliver to Lender a certificate confirming the truth and accuracy of the foregoing representation at the closing of the Loan. EXHIBIT 10.27 Borrower represents to Lender: (i) it has previously provided to Lender (a) (except for multi-family or self-storage tenants, if necessaryapplicable), true, correct and complete counterpart executed copies of all leases with tenants at the Property (and all amendments and supplements thereto and agreements collateral thereto including, but not limited to, any guarantees thereof) (collectively, the "Leases"), (b) a standard form of lease for the Property, and any consent obtained by the Borrower prior to the date hereof(c) or (iii) constitute a default thereunder or result in the imposition or require the creation of any lien or charge (other than those createdtrue, continued or otherwise contemplated hereby) upon the assets complete and correct rent roll of the Borrower. (d) The Pledged Securities consist of not fewer than 431,056 shares of Class A Series 1 Preferred Stock, 246,040 shares of Class A Series 3 Preferred Stock, 129,713 shares of Class A Series 4 Preferred Stock and 18,350 shares of Class A Series 5 Preferred Stock, of Dyax and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in favor of Dyax. (e) The Borrower Property as of the date hereof set forth thereon (the "Rent Roll"); (ii) the Rent Roll remains true, complete and correct as of the date hereof; (iii) it has neither provided nor received any notices of default with respect to the Leases; (iv) except as noted on the Rent Roll, it knows of no default of the landlord or the tenants under the Leases; and, (v) it has not been notified, in writing or otherwise, by any tenant of the discontinuance of, or intent to discontinue, its operations at the Property. The standard form of lease must be satisfactory to Lender. All Leases and the identity of all tenants and guarantors thereunder must be consistent with the information set forth in the Rent Roll and satisfactory to Lender. Borrower shall promptly notify Lender of any facts or circumstances which result in a net worthchange to the information set forth in the Rent Roll. At the closing of the Loan, Borrower shall deliver to Lender (i) a rent roll for the Property dated as of the Closing Date (the "Closing Rent Roll") which shall be consistent in form to the Rent Roll and (ii) a certification by Borrower that the Closing Rent Roll and all Leases theretofore provided to Lender by Borrower are true, correct and complete in all respects. Borrower must proffer a written explanation for, and Lender must agree, in its sole discretion, to accept said explanation, for any differences between facts and circumstances on the Closing Rent Roll and the facts and circumstances on the Rent Roll. Borrower represents (i) it has previously delivered to Lender true, correct and complete copies of operating statements of the Property for the lesser of the past three (3) calendar years or as many years as the Property has existed and a year-to-date operating statement of the Property for the current calendar year (which, to the extent included therein, contain true and accurate schedules of tenant improvements, leasing commissions and other capital expenditures), balance sheets and profit and loss statements, federal and state income tax returns, tenant sales figures and all financial statements or reports prepared by independent certified public accountants with respect to Borrower for the lesser of the past three (3) calendar years or as many years as the Borrower has existed, and (ii) the current budget, site plan and leasing plan prepared by Borrower and submitted to Lender with respect to the Property constitute good faith projections of the facts and circumstances set forth therein and Borrower is aware of no facts or circumstances which would adversely affect such projections. Except as set forth in the Environmental Questionnaire and Certificate attached hereto and made a part of the Application, or previously delivered to Lender, Borrower represents to Lender it is not aware of any of the following affecting the Property, either currently or historically: any asbestos-containing materials, lead-based paint, storage tanks, toxic substances, hazardous waste or any other adverse environmental condition. Except as set forth on a separate written explanation attached hereto and made a part of the Application, or previously delivered to Lender, neither Borrower, any Key Principal, nor any Principal Owner (as defined below) of Borrower has closed any other loan with Lender within the last two (2) years nor has any other loans pending with Lender. Except as set forth in detail in a separate written explanation attached hereto and made a part of the Application, or previously delivered to Lender, Borrower represents to Lender that neither Borrower, its Principal Owners (being defined as any person or entity directly or indirectly owning or controlling twenty-five percent [25%] or more of an ownership interest in Borrower or having the fair market value power to direct the management and policies of total assetsBorrower, exclusive whether by contract, through an ownership interest, or otherwise) nor any Key Principal (i) has during the past seven (7) years, had any judgment remain unsatisfied for more than thirty (30) days; (ii) has during the past seven (7) years, EXHIBIT 10.27 transferred its right, title, and interest in a property through a deed-in-lieu or foreclosure action, or has filed or has had filed against it any action under the bankruptcy laws of assets the United States; (iii) is currently a co-maker, endorser or guarantor on or of any note (except as disclosed to Lender in writing as provided above); (iv) is currently a party to any lawsuit; (v) has received notice of, or is otherwise aware of, any bankruptcy, insolvency or comparable proceedings, condemnation, litigation, or any other action against or affecting the Property, Borrower or any Key Principals or contemplates filing any such proceedings; or (vi) has ever been convicted of a felony. Any such exception must be acceptable to Lender. On the Closing Date, Borrower shall certify to Lender if an adverse change has occurred in the: (i) occupancy of the Property; or (ii) the business, financial condition or results of operations of Borrower, Key Principals or the Property from that set forth on the rent rolls, financial statements and reports referred to above. Any such adverse change must be acceptable to Lender. As of the date hereof and throughout the term of the Loan, Borrower and Key Principals, if any, represent, warrant and covenant that (i) neither Borrower nor any of its Principal Owners is, or will be, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, which is subject to contingent liabilitiesTitle I of ERISA or Section 4975 of the Internal Revenue Code of 1986, less total liabilitiesas amended (the "Code"); (ii) the assets of Borrower or any Principal Owners do not, and will not, constitute "plan assets" of at least $10,000,000one or more such plans or arrangements for purposes of Title I of ERISA or Section 4975 of the Code; (iii) neither Borrower nor any Principal Owner is or will be a "governmental plan" within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with Borrower or any Principal Owners are not, and will not be, subject to state statutes applicable to Borrower regulating investments of and fiduciary obligations with respect to governmental plans. The provisions of this paragraph shall survive the termination of the Application (and, if accepted by Lender, the Commitment) and Borrower and Key Principals warrant the representations made in this paragraph shall continue to be true and correct until all sums owed under the Loan Documents have been paid in full. The Loan Documents shall contain additional representations and warranties of Borrower concerning Borrower, its constituent partner(s), shareholder(s) or member(s) and the Property.