WITH RESPECT TO THE BONDS SET
FORTH ON SCHEDULE 1 TO EACH SERIES CERTIFICATE AGREEMENT AND APPENDIX A TO EACH
OFFERING CIRCULAR SUPPLEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
(FF)
PARTY LIABILITY.
[RESERVED].
(GG)
LURA AND BOND DOCUMENTS.
EXCEPT AS SET FORTH ON SCHEDULE D,
(I) THE USE AND OPERATION OF THE MORTGAGED PROPERTY IS CURRENTLY IN COMPLIANCE
WITH THE PROVISIONS OF THE LAND USE RESTRICTION AGREEMENT, THE REGULATORY
AGREEMENT OR OTHER SIMILAR AGREEMENT IMPOSING OPERATING RESTRICTIONS ON THE
MORTGAGED PROPERTY EXECUTED IN CONNECTION WITH THE BONDS (THE "LURA"), AND NO
PRIOR VIOLATIONS HAVE OCCURRED AND REMAIN UNCURED THAT WOULD RESULT IN ANY
RELATED TAX EXEMPT BONDS BECOMING TAXABLE, LOSS OR MATERIAL DIMINUTION IN VALUE
OF THE TAX CREDITS, FORFEITURE OR REVERSION OF TITLE TO THE MORTGAGED PROPERTY
OR OTHER MATERIAL LOSS OR RISK OF LOSS ON THE PART OF THE OWNER OR THE MORTGAGED
PROPERTY; (II) THERE HAVE BEEN NO ACTIONS, CLAIMS, DEMANDS OR PROCEEDINGS
BROUGHT AGAINST THE OWNER OR RELATED TO THE MORTGAGED PROPERTY ARISING OUT OF
ANY VIOLATIONS OR CLAIMED VIOLATIONS OF ANY TAX REGULATORY AGREEMENT; (III) NO
CIRCUMSTANCES EXIST WHICH, WITH THE GIVING OF NOTICE OR THE EXPIRATION OF ANY
APPLICABLE GRACE OR CURE PERIOD, WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER THE
BOND DOCUMENTS; (IV) THERE ARE NO FEES CURRENTLY DUE AND OWING UNDER THE BOND
DOCUMENTS WHICH HAVE NOT BEEN PAID; AND (V) NO CLAIMS FOR INDEMNIFICATION UNDER
THE BOND DOCUMENTS HAVE BEEN MADE OR ARE PENDING, AND NO BASIS FOR SUCH A CLAIM
FOR INDEMNIFICATION EXISTS.
WITH RESPECT TO THE EXCEPTIONS LISTED ON SCHEDULE
D, PERTAINING TO (I) ABOVE, THE SPONSOR SHALL MAKE REASONABLY DILIGENT EFFORTS
TO CAUSE THE GENERAL PARTNER OF THE RELATED OWNER TO ADDRESS ALL ISSUES WHICH
CONSTITUTE BREACHES OF THE LURA.
(HH)
NONEXISTENT DOCUMENTS.
NONE OF THE FOLLOWING DOCUMENTS HAS BEEN
EXECUTED WITH RESPECT TO ANY MORTGAGED PROPERTY:
(I)
A MORTGAGE NOTE OR ANY OTHER OBLIGATION SECURED BY A LIEN ON THE
MORTGAGED PROPERTY PAYABLE TO THE SPONSOR OR ITS AFFILIATES.
(II)
EXCEPT AS DISCLOSED IN WRITING TO FREDDIE MAC, AN ASSIGNMENT OF
RENTS OR LEASES IN FAVOR OF THE SPONSOR OR ITS AFFILIATES.
(III)
AN ESCROW AGREEMENT FOR THE BENEFIT OF THE SPONSOR OR ITS
AFFILIATES CREATING OR GOVERNING THE TAX AND INSURANCE ESCROW, ANY REPAIR ESCROW
OR ANY OTHER ESCROW FUND WITH RESPECT TO THE BOND MORTGAGE OR THE MORTGAGED
PROPERTY (OTHER THAN THE MORTGAGED PROPERTIES SET FORTH ON SCHEDULE B AND IN THE
AMOUNTS SET FORTH ON SCHEDULE D).
21
(II)
PERFECTION OF SECURITY INTEREST.
FINANCING STATEMENTS HAVE BEEN
FILED IN ALL LOCATIONS NECESSARY TO PERFECT A SECURITY INTEREST IN ALL OF THE
MORTGAGED PROPERTY DESCRIBED IN THE FINANCING STATEMENTS, INCLUDING ALL
FURNITURE, FIXTURES, EQUIPMENT, ACCOUNTS, CONTRACTS RIGHTS, CONDEMNATION AND
CASUALTY PROCEEDS, GENERAL INTANGIBLES AND ALL OTHER PERSONAL PROPERTY RELATED
TO THE OWNERSHIP OR OPERATION OF THE MORTGAGED PROPERTY, DESCRIBED IN THOSE
FINANCING STATEMENTS, TO THE EXTENT THAT APPLICABLE LAW PERMITS A SECURITY
INTEREST IN SUCH COLLATERAL TO BE PERFECTED BY FILING.
(JJ)