THE FLOOD
DISASTER PROTECTION ACT OF 1973, AS AMENDED, OR ANY SUCCESSOR LAW, OR, IF
LOCATED WITHIN ANY SUCH AREA, BORROWER HAS OBTAINED AND WILL MAINTAIN THE
INSURANCE PRESCRIBED IN SECTION 16.2 HEREOF.
(U)
BORROWER HAS DEALT WITH NO BROKER OR FINDER IN CONNECTION WITH THIS
AGREEMENT OR THE LOAN.
(V)
ALL FINANCIAL STATEMENTS AND OTHER INFORMATION PREVIOUSLY FURNISHED BY
BOTH BORROWER AND GUARANTOR IN CONNECTION WITH THE LOAN ARE TRUE, COMPLETE AND
CORRECT IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE FINANCIAL CONDITIONS OF
THE SUBJECTS THEREOF AS OF THE RESPECTIVE DATES THEREOF AND DO NOT FAIL TO STATE
ANY MATERIAL FACT NECESSARY TO MAKE SUCH STATEMENTS OR INFORMATION NOT
MISLEADING, AND NO MATERIAL ADVERSE CHANGE WITH RESPECT TO BORROWER OR GUARANTOR
HAS OCCURRED SINCE THE RESPECTIVE DATES OF SUCH STATEMENTS AND INFORMATION.
NEITHER BORROWER NOR GUARANTOR HAS ANY MATERIAL LIABILITY, CONTINGENT OR
OTHERWISE, NOT DISCLOSED IN SUCH FINANCIAL STATEMENTS.
(W)
BORROWER AND GUARANTOR ARE SOLVENT, AND NO BANKRUPTCY, REORGANIZATION,
INSOLVENCY OR SIMILAR PROCEEDING UNDER ANY STATE OR FEDERAL LAW WITH RESPECT TO
BORROWER OR GUARANTOR OR ANY AFFILIATE THEREOF HAS BEEN INITIATED.
(X)
EXCEPT AS DISCLOSED IN THE ENVIRONMENTAL REPORT: (I) THE PROJECT IS
FREE OF HAZARDOUS MATERIAL AND IS IN COMPLIANCE WITH ALL LAWS; (II) NEITHER
BORROWER NOR, TO THE BEST KNOWLEDGE OF BORROWER, ANY OTHER PERSON, HAS EVER
CAUSED OR PERMITTED ANY HAZARDOUS MATERIAL TO BE PLACED, HELD, LOCATED OR
DISPOSED OF ON, UNDER, AT OR IN A MANNER TO AFFECT THE PROJECT AND THE PROJECT
HAS NEVER BEEN USED (WHETHER BY BORROWER OR, TO THE BEST KNOWLEDGE OF BORROWER,
BY ANY OTHER PERSON) FOR ANY ACTIVITIES INVOLVING, DIRECTLY OR INDIRECTLY, THE
USE, GENERATION, TREATMENT, STORAGE, TRANSPORTATION, OR DISPOSAL OF ANY
HAZARDOUS MATERIAL; AND (III) THERE ARE NO UNDERGROUND TANKS, VESSELS, OR
SIMILAR FACILITIES FOR THE STORAGE OR CONTAINMENT OF HAZARDOUS MATERIALS OF ANY
SORT ON, UNDER OR AFFECTING THE PROJECT.
21
(Y)
THE DEVELOPMENT LAND AND SPA LAND ARE EACH TAXED SEPARATELY WITHOUT
REGARD TO ANY OTHER PROPERTY AND FOR ALL PURPOSES THE DEVELOPMENT LAND AND SPA
LAND MAY BE MORTGAGED, CONVEYED AND OTHERWISE DEALT WITH AS AN INDEPENDENT
PARCEL.
(Z)
THERE ARE NO LEASES, SUBLEASES OR OTHER ARRANGEMENTS FOR OCCUPANCY OF
SPACE WITHIN THE PROJECT, AND NO PERSON OR ENTITY HAS ANY POSSESSORY INTEREST
IN, OR RIGHT TO OCCUPY, THE PROJECT OR ANY PORTION THEREOF, EXCEPT FOR THE
LEASES AND MONTH-TO-MONTH RENTAL AGREEMENTS LISTED ON SCHEDULE C ATTACHED HERETO
AND PURSUANT TO QUALIFYING CONTRACTS OF SALE ENTERED INTO AFTER THE DATE HEREOF.
(AA)
EXCEPT PURSUANT TO THE ML&P AGREEMENTS, THE ER PURCHASE AGREEMENT, AND
QUALIFYING CONTRACTS OF SALE THAT WILL BE ENTERED INTO AFTER THE DATE HEREOF,
NEITHER THE PROJECT NOR ANY PORTION THEREOF IS SUBJECT TO ANY PURCHASE OPTION,
BUY-SELL RIGHT (EXCEPT AS PROVIDED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF
MEMBER), RIGHT OF FIRST REFUSAL, RIGHT OF FIRST OFFER OR OTHER SIMILAR RIGHT TO
ACQUIRE SAME.
(BB)
UPON COMPLETION OF THE CONSTRUCTION, NO BUILDING OR OTHER IMPROVEMENT
WILL ENCROACH UPON ANY