ANY PROPERTY RELATING THERETO,
INCLUDING STATUTORY AND OTHER LIENS OF MECHANICS, WORKMEN, CONTRACTORS,
SUBCONTRACTORS, SUPPLIERS, TAXING AUTHORITIES AND OTHERS, EXCEPT FOR PERMITTED
LIENS.
5.15.3
COMPLIANCE WITH LAWS.
THE REAL ESTATE AND ANY UNITS AND
IMPROVEMENTS THEREON ARE BEING AND, TO THE BEST OF BORROWERS' KNOWLEDGE AND
BELIEF, HAVE BEEN OPERATED IN ALL MATERIAL RESPECTS, IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE LAWS AND REGULATIONS (INCLUDING BUT NOT LIMITED TO
ENVIRONMENTAL LAWS AND REGULATIONS) AND WITH LOCAL ORDINANCES, AND ALL PERMITS
REQUIRED THEREUNDER HAVE BEEN OBTAINED AND COMPLIED WITH IN ALL MATERIAL
RESPECTS.
48
5.15.4
ENVIRONMENT.
BORROWERS HAVE DULY COMPLIED WITH, AND THEIR
BUSINESSES, OPERATIONS, ASSETS, EQUIPMENT, PROPERTY, LEASEHOLDS, OR OTHER
FACILITIES (INCLUDING, BUT NOT LIMITED TO, THE REAL ESTATE) ARE IN MATERIAL
COMPLIANCE WITH, THE PROVISIONS OF ALL FEDERAL, STATE, AND LOCAL ENVIRONMENTAL
LAWS, AND ALL HEALTH, AND SAFETY LAWS, CODES AND ORDINANCES, AND ALL RULES AND
REGULATIONS APPLICABLE TO PROJECTS PROMULGATED THEREUNDER.
EXCEPT AS SET FORTH
IN THE ENVIRONMENTAL REPORTS HERETOFORE DELIVERED TO AGENT, NO BORROWER HAS
RECEIVED NOTICE OF, OR KNOWS OF, OR SUSPECTS THE EXISTENCE OF ANY ENVIRONMENTAL
CONDITION WHICH MIGHT CONSTITUTE A VIOLATION OF, ANY ENVIRONMENTAL LAW OR ANY
OTHER FEDERAL, STATE, OR LOCAL HEALTH OR SAFETY LAWS, CODES OR ORDINANCES, AND
ANY RULES OR REGULATIONS PROMULGATED THEREUNDER WITH RESPECT TO ITS BUSINESSES,
OPERATIONS, ASSETS, EQUIPMENT, PROPERTY, LEASEHOLDS, OR OTHER FACILITIES
(INCLUDING, BUT NOT LIMITED TO, THE REAL ESTATE) WITH WHICH IT HAS NOT COMPLIED
(SUBJECT TO THE PROSECUTION OF A GOOD FAITH CONTEST OF ANY SUCH NOTICE THAT HAS
NOT HERETOFORE BEEN DETERMINED ADVERSELY TO SUCH BORROWER).
5.16
NO VIOLATION.
NEITHER ANY BORROWER NOR GUARANTOR HAS ENGAGED IN
ANY CONDUCT OR TAKEN OR OMITTED ANY ACT IN VIOLATION OF RICO OR OF ANY
PRESCRIBED LAW.
5.17
ACCURATE AND COMPLETE DISCLOSURE.
NO REPRESENTATION OR WARRANTY
MADE BY BORROWERS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IS FALSE OR
MISLEADING IN ANY MATERIAL RESPECT (INCLUDING BY OMISSION OF MATERIAL
INFORMATION NECESSARY TO MAKE SUCH REPRESENTATION, WARRANTY OF STATEMENT NOT
MISLEADING).
BORROWERS OR THE GUARANTOR HAVE DISCLOSED TO AGENT IN WRITING
EVERY FACT WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT, OR WHICH SO FAR AS
BORROWERS CAN NOW FORESEE IS REASONABLY POSSIBLE IN THE FUTURE AND WOULD HAVE A
MATERIAL ADVERSE EFFECT, ON THE BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF
BORROWERS OR THE GUARANTOR OR THE ABILITY OF BORROWERS OR THE GUARANTOR TO
PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
5.18
COMPLIANCE WITH COVENANTS.
AS OF THE DATE THIS REPRESENTATION IS
MADE OR DEEMED MADE, BORROWERS ARE IN COMPLIANCE WITH APPLICABLE COVENANTS
CONTAINED IN ARTICLE VIII HEREOF.
The delivery to Agent of each Notice of Borrowing and request for the issuance
of a Letter of Credit or Tri-Party Agreement shall constitute the representation
and warranty of Borrowers that the conditions contained in Sections 4.1 and 4.2
are satisfied as of such date, except for those that relate to a specific date
or those which cannot be made due to changes in