IN THE PROPERTY OR WILL
PARTICIPATE, IN ANY MANNER WHATSOEVER, IN THE LOAN, IS:
(I) IN COMPLIANCE WITH
ALL APPLICABLE REQUIREMENTS OF THE PATRIOT ACT AND ANY REGULATIONS ISSUED
THEREUNDER OR TO THE EXTENT NOT IN COMPLIANCE, THE SAME WILL NOT CAUSE THE LOAN
TO BE A VIOLATION OF THE PATRIOT ACT OR OTHER APPLICABLE LAW; (II) OPERATED
UNDER POLICIES, PROCEDURES AND PRACTICES, IF APPLICABLE, THAT DO NOT VIOLATE OR
WOULD NOT BE REASONABLY LIKELY TO CAUSE A VIOLATION OF THE PATRIOT ACT;
(III) NOT IN RECEIPT OF ANY NOTICE FROM THE SECRETARY OF STATE OR THE ATTORNEY
GENERAL OF THE UNITED STATES OR ANY OTHER DEPARTMENT, AGENCY OR OFFICE OF THE
UNITED STATES CLAIMING A VIOLATION OR POSSIBLE VIOLATION OF THE PATRIOT ACT;
(IV) NOT A PERSON WHO HAS BEEN DETERMINED BY COMPETENT AUTHORITY TO BE SUBJECT
TO ANY OF THE PROHIBITIONS CONTAINED IN THE PATRIOT ACT; AND (V) NOT OWNED OR
CONTROLLED BY OR NOW ACTING AND OR WILL IN THE FUTURE ACT FOR OR ON BEHALF OF
ANY PERSON WHO HAS BEEN DETERMINED TO BE SUBJECT TO THE PROHIBITIONS CONTAINED
IN THE PATRIOT ACT.
BORROWER COVENANTS AND AGREES THAT IN THE EVENT BORROWER
RECEIVES ANY NOTICE THAT BORROWER OR GUARANTOR (OR ANY OF THEIR RESPECTIVE
AFFILIATES) IS INDICTED, ARRAIGNED, OR CUSTODIALLY DETAINED ON CHARGES INVOLVING
MONEY LAUNDERING OR PREDICATE CRIMES TO MONEY LAUNDERING, BORROWER SHALL
IMMEDIATELY NOTIFY LENDER.
SECTION 3.30
ORGANIZATIONAL CHART.
THE ORGANIZATIONAL CHART ATTACHED AS
SCHEDULE III
HERETO, RELATING TO BORROWER IS TRUE, COMPLETE AND CORRECT ON AND
AS OF THE DATE HEREOF EXCEPT THAT IT DOES NOT IDENTIFY THE SHAREHOLDERS OF
GUARANTOR.
SECTION 3.31
BANK HOLDING COMPANY.
BORROWER IS NOT A "BANK HOLDING
COMPANY" OR A DIRECT OR INDIRECT SUBSIDIARY OF A "BANK HOLDING COMPANY" AS
DEFINED IN THE BANK
48
Holding Company Act of 1956, as amended, and Regulation Y thereunder of the
Board of Governors of the Federal Reserve System.
SECTION 3.32
INTENTIONALLY OMITTED.
SECTION 3.33
PROPERTY DOCUMENT REPRESENTATIONS.
EACH PROPERTY DOCUMENT
IS IN FULL FORCE AND EFFECT AND NEITHER BORROWER NOR, TO BORROWER'S KNOWLEDGE,
ANY OTHER PARTY TO ANY PROPERTY DOCUMENT, IS IN DEFAULT THEREUNDER, AND TO
BORROWER'S KNOWLEDGE, THERE ARE NO CONDITIONS WHICH, WITH THE PASSAGE OF TIME OR
THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT THEREUNDER.
SECTION 3.34
INTENTIONALLY OMITTED.
SECTION 3.35
GROUND LEASE.
BORROWER HEREBY REPRESENTS AND WARRANTS TO
ADMINISTRATIVE AGENT AND THE LENDERS THE FOLLOWING WITH RESPECT TO THE GROUND
LEASE EXCEPT TO THE EXTENT OTHERWISE SET FORTH ON SCHEDULE V:
(A)
RECORDING; MODIFICATION.
A MEMORANDUM OF THE GROUND LEASE
HAS BEEN DULY RECORDED.
THE GROUND LEASE PERMITS THE INTEREST OF BORROWER TO BE
ENCUMBERED BY A MORTGAGE.
THERE HAVE NOT BEEN AMENDMENTS OR MODIFICATIONS TO
THE TERMS OF THE GROUND LEASE SINCE ITS RECORDATION, WITH THE EXCEPTION OF
WRITTEN INSTRUMENTS WHICH HAVE BEEN RECORDED.
THE GROUND LEASE MAY NOT BE
CANCELED, TERMINATED, SURRENDERED OR AMENDED WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER.
(B)
NO LIENS.
EXCEPT FOR THE PERMITTED ENCUMBRANCES, BORROWER'S
INTEREST