SUCH BORROWER ENTITY AS OF THE RESPECTIVE DATES THEREOF AND THE
RESULTS OF THEIR RESPECTIVE OPERATIONS FOR THE PERIODS COVERED THEREBY; NO
CHANGE HAS OCCURRED IN THE ASSETS, LIABILITIES, OR FINANCIAL CONDITIONS
REFLECTED THEREIN SINCE THE RESPECTIVE DATES THEREOF SO AS TO CAUSE A MATERIAL
ADVERSE EFFECT; AND NO ADDITIONAL MATERIAL BORROWINGS HAVE BEEN MADE BY
BORROWER, ANY MEMBER OR FC GUARANTOR SINCE THE DATE THEREOF (OTHER THAN THE
BORROWING CONTEMPLATED HEREBY, THE EXTENSION LOAN, IF THEN MADE, AND, IN THE
CASE OF FC GUARANTOR, AMOUNTS PREVIOUSLY DISCLOSED IN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION AND AMOUNTS THAT WILL BE DISCLOSED IN THE
NEXT FILING WITH THE SECURITIES AND EXCHANGE COMMISSION BUT WHICH ARE PROHIBITED
FROM BEING DISCLOSED AT THE CURRENT TIME UNDER APPLICABLE SECURITIES LAWS.
WITH
RESPECT TO EACH BORROWER ENTITY, THERE EXIST NO CONTINGENT LIABILITIES,
LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG TERM COMMITMENTS OR UNREALIZED OR
ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS, EXCEPT AS REFERRED TO OR
REFLECTED IN SAID FINANCIAL STATEMENTS AND SUPPORTING MATERIALS AND EXCEPT TO
THE EXTENT ANY OF THE FOREGOING WOULD
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NOT CAUSE A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE APPLICABLE
BORROWER ENTITY, NEITHER THE AFORESAID FINANCIAL STATEMENTS OR SUPPORTING
MATERIALS FURNISHED TO AGENT IN CONNECTION WITH OR RELATED TO THE TRANSACTIONS
CONTEMPLATED HEREBY, NOR ANY REPRESENTATION OR WARRANTY IN ANY PROJECT LOAN
DOCUMENT, CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT OR CIRCUMSTANCE NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED THEREIN OR HEREIN NOT MATERIALLY MISLEADING.
SECTION 6.14
TAX RETURNS.
ALL FEDERAL, STATE AND OTHER TAX
RETURNS OF ALL BORROWER ENTITIES (OTHER THAN THE GUARANTORS) REQUIRED BY LAW TO
BE FILED HAVE BEEN FILED (OR LAWFUL EXTENSIONS OF SUCH FILING DEADLINES HAVE
BEEN OBTAINED), AND ALL APPLICABLE FEDERAL, STATE AND OTHER TAXES, ASSESSMENTS
AND OTHER GOVERNMENTAL CHARGES UPON BORROWER ENTITIES (OTHER THAN THE
GUARANTORS) OR THEIR RESPECTIVE PROPERTIES WHICH ARE DUE AND PAYABLE HAVE BEEN
PAID.
SECTION 6.15
MATERIAL CONTRACTS.
(A)
EXCEPT FOR THE PERMITTED
EXCEPTIONS AND THE MATERIAL CONTRACTS WHICH HAVE BEEN DELIVERED TO AGENT, THERE
ARE NO CONTRACTS OF ANY KIND OR TYPE WHATSOEVER (WHETHER ORAL OR WRITTEN, FORMAL
OR INFORMAL) RELATING TO THE MORTGAGED PROPERTY OR ANY PART THEREOF WHICH WOULD
CONSTITUTE MATERIAL CONTRACTS.
NEITHER BORROWER NOR ANY MEMBER IS IN DEFAULT
UNDER ANY MATERIAL CONTRACT TO WHICH BORROWER OR EITHER MEMBER IS A PARTY OR
PERMITTED EXCEPTION, AND TO THE KNOWLEDGE OF BORROWER, NO THIRD PARTY IS IN
DEFAULT IN ANY MATERIAL RESPECT THEREUNDER.
TRUE, CORRECT AND COMPLETE COPIES
OF ALL MATERIAL CONTRACTS HAVE BEEN DELIVERED TO AGENT.
EACH MATERIAL CONTRACT
THAT IS A MAJOR SUBCONTRACT IS, TO THE KNOWLEDGE OF BORROWER, IN FULL FORCE AND
EFFECT AND EACH OTHER MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND IS VALID
AND ENFORCEABLE IN ALL RESPECTS (SUBJECT, IN EACH CASE, TO THE EFFECTS OF
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY).
AS OF THE CLOSING
DATE, THERE