Common use of Full and Accurate Disclosure Clause in Contracts

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respect. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with respect to Borrower and 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 generally accepted accounting principles consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of Trust. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower or any Guarantor in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to of Borrower and 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein; provided, however, that if any financial data is delivered to Lender by any Person other than Borrower, Guarantor or any Affiliate of Borrower or Guarantor, or if such financial data has been prepared by or at the direction of any Person other than Borrower, Guarantor or any Affiliate of Borrower or Guarantor, then the foregoing representations with respect to such financial data shall be to each Borrower’s knowledge, after due inquiry. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of Borrower, Mortgage Borrower, the Collateral and the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower Borrower, Mortgage Borrower, the Collateral 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 generally accepted accounting principles the Approved Accounting Standard consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Mortgage Borrower’s knowledge, Collateral or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower any of the Borrowers in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to any Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as any Borrower can foresee, might materially and adversely affect, the Property Individual Properties or the business, operations or condition (financial or otherwise) of Borrowerany of the CNL Affiliates or Intrawest Entities. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of the CNL Affiliates or Intrawest Entities and the Property Individual Properties (i) are is true, complete and correct in all material respects, (ii) accurately represent represents the financial condition of Borrower the CNL Affiliates or Intrawest Entities, as the case may be, and the Property Individual Properties 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 generally accepted accounting principles principals consistently applied throughout the periods covered, except as disclosed therein. Borrower has no None of the SPE Parties 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, any CNL Affiliate or Intrawest Entity or any of the Property Individual Properties from that set forth in said financial statements.

Full and Accurate Disclosure. No To Borrowers’ knowledge, no statement of fact made by any Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to any Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as any Borrower can foresee, might could reasonably be expected to materially and adversely affect, the any Property or the business, operations or condition (financial or otherwise) of any Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of Borrowers and the Property Properties, to Borrowers’ knowledge (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of each Borrower and the each 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Except for the Permitted Encumbrances, no Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of any Borrower or, to Borrower’s knowledge, the or any Property from that set forth in said financial statements.

Full and Accurate Disclosure. No To Borrower’s knowledge, no statement of fact made by Borrower or any Guarantor in any of the Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender Administrative Agent and the Lenders which materially and adversely affects, or, as far as Borrower can foreseereasonably determine, might would materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial datadata (if any), including the statements of cash flow and income and operating expense, that have been delivered by Borrower to Lender with Administrative Agent in respect to of Borrower and the Property or any Guarantor (ia) are true, complete and correct in all material respects, (iib) accurately represent the financial condition of Borrower and the Property as of the date of such reports, and (iiic) to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no contingent liabilities, liabilities for taxesmaterial 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Borrower’s knowledgeany Guarantor, or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower or Sponsor in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower or Sponsor that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower or Sponsor can foresee, might materially and adversely affect, the Property Healthcare Facility or the business, operations or condition (financial or otherwise) of Borrower, Sponsor or any Operator Party. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of Borrower, Sponsor, and the Property Healthcare Facility (i) are true, complete and correct in all material respects, ; (ii) accurately represent the financial condition of Borrower Borrower, Sponsor and the Property Healthcare Facility 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower Neither Credit Party has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially material adverse change in the financial condition, operations or business of Borrower orBorrower, to Borrower’s knowledgeSponsor, or the Property Healthcare Facility from that set forth in said financial statements. Borrower and Sponsor have disclosed to Lender all agreements, instruments and corporate or other restrictions to which Borrower or Sponsor is subject, and all other matters known to Borrower and Sponsor, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and could be reasonably be expected to adversely affect, the Property Property, the Pledged Collateral or the business, operations or condition (financial or otherwise) of BorrowerBorrower or Owner. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of Borrower, Owner, the Collateral and the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower Borrower, Owner and the Property as of the date of such reports, and (iii) to the extent audited, reported on, reviewed or prepared by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Neither Borrower nor Owner has no any known and material 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 Deed of TrustAgreement and the Senior Loan Agreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Borrower’s knowledge, Owner and the Property from that set forth in said financial statements. All representations under this Section 4.8 which are solely based on financial data prepared by the seller of the Property which cover a period of time prior to Owner’s acquisition of the Property on May 3, 2006 shall be limited to the best knowledge of Borrower.

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally to the knowledge of Borrower omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can reasonably foresee, might materially and adversely affecthave a material adverse effect on, the Property Property, the Pledged Collateral or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the audited statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to of Borrower and 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Except as disclosed by such audited statements, Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower or any Guarantor in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender Administrative Agent or the Lenders which materially and adversely affectsaffects in any material respect, or, as far as Borrower can foresee, might materially and adversely affectaffect in any material respect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with Administrative Agent in respect of Borrower or Guarantor, and to Borrower and Borrower’s actual 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement or otherwise disclosed to Lender in writing. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower Borrower, Guarantor, or, to Borrower’s actual knowledge, the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to of Borrower and 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 generally accepted the current accounting principles system of Borrower, or such other accounting system acceptable to Lender hereunder, consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower or Operating Tenant in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might is reasonably likely to materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of BorrowerBorrower or Operating Tenant. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to of Borrower and Operating Tenant 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 Borrower, Operating Tenant 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 conformity with generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Neither Borrower has no nor Operating Tenant have contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, unrealized or anticipated losses from any unfavorable commitments that are known to Borrower or any liabilities or obligations not expressly permitted by this Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Borrower’s knowledge, Operating Tenant or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower any Credit Party in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower any Credit Party that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower any Credit Party can foresee, might materially and adversely affect, the Property Healthcare Facilities or the business, operations or condition (financial or otherwise) of Borrowerany RHP Party. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower of each RHP Party and the Property Healthcare Facilities (i) are true, complete and correct in all material respects, (ii) accurately represent and fairly present the financial condition condition, results of Borrower operations and cash flows of the RHP Parties and the Property Healthcare Facilities as of the date of such reportsdates stated therein, and (iii) to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed thereindisclosed. Borrower No RHP Party has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially material adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, any RHP Party or the Property Healthcare Facilities from that set forth in said financial statements. Each Credit Party has disclosed to Lender all agreements, instruments and corporate or other restrictions to which any RHP Party is subject, and all other matters known to any of the Credit Parties, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Full 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 intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Collateral, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect of Borrower and Mortgage Borrower and, to Borrower Borrower’s knowledge, the Collateral and the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower Borrower, Mortgage Borrower, the Collateral and the Property Property, as applicable, 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Mortgage Borrower’s knowledge, the Collateral or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No To the best of Borrower’s knowledge, no statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading in any material respectmisleading. There To the best of Borrower’s knowledge, there is no material fact presently known to Borrower that has not been disclosed to Lender which materially and adversely affects, or, as far as Borrower can foresee, might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower. To Borrower’s knowledge, all All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to of Borrower and 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 generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or, to Borrower’s knowledge, or the Property from that set forth in said financial statements.

Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents with respect to Borrower, Sole Member, Guarantor, Key Principal or Manager contains any untrue statement of a material fact or intentionally omits to state any material fact necessary to make statements contained therein not misleading misleading. To Borrower’s knowledge, no statement of fact made by Borrower in any Loan Documents with respect to the Property contains any untrue statement of a material respectfact 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 materially and adversely affects, or, as far as Borrower can foresee, might materially have a Material Adverse Effect. All financial data, including the statements of cash flow and adversely affectincome and operating expense, that have been delivered to Lender in respect of Borrower and Guarantor (a) are true, complete and correct in all material respects, (b) accurately represent the Property or financial condition of Borrower and Guarantor as of the businessdate of such reports, operations or condition and (financial or otherwisec) of Borrowerto 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. To Borrower’s knowledge, all financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender with in respect to Borrower and of the Property (ia) are true, complete and correct in all material respects, (iib) accurately represent the financial condition of Borrower and the Property as of the date of such reports, and (iiic) to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no 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 Deed of TrustAgreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower orBorrower, to Borrower’s knowledge, Guarantor or the Property from that set forth in said financial statements.