AT SUCH DATE. BORROWER DOES NOT HAVE
ANY CONTINGENT OBLIGATIONS, LIABILITY FOR TAXES OR OTHER OUTSTANDING OBLIGATIONS
WHICH ARE MATERIAL IN THE AGGREGATE, EXCEPT AS DISCLOSED IN THE FINANCIAL
STATEMENTS MOST RECENTLY DELIVERED TO LENDER PURSUANT TO SECTION 5.01(A)(I) OR
(II).
(J)
MEMBERSHIP INTERESTS.
OUTSTANDING MEMBERSHIP INTERESTS OF
BORROWER ARE OWNED AS FOLLOWS:
Toro Sub:
45
%
TCFIF Sub:
55
%
9
All outstanding Membership Interests of Borrower are duly authorized, validly
issued and fully paid, subject to the "Purchase Capital Contribution" and the
"Additional Capital Contribution" requirements set forth in Sections 2.03 and
2.04 of the LLC Agreement, respectively.
There are no outstanding
subscriptions, options, conversion rights, warrants or other agreements or
commitments of any nature whatsoever (firm or conditional) regarding the
Membership Interests of Borrower other than as contemplated by the Joint Venture
Agreement or the LLC Agreement. All Membership Interests of Borrower have been
offered and sold in compliance with all federal and state securities laws and
all other Requirements of Law.
(K)
NO AGREEMENTS TO SELL ASSETS, ETC.
BORROWER HAS NO LEGAL
OBLIGATION, ABSOLUTE OR CONTINGENT, TO ANY PERSON TO SELL THE ASSETS OF BORROWER
(OTHER THAN SALES IN THE ORDINARY COURSE OF BUSINESS), OR TO EFFECT ANY MERGER,
CONSOLIDATION OR OTHER REORGANIZATION OF BORROWER OR TO ENTER INTO ANY AGREEMENT
WITH RESPECT THERETO.
(L)
EMPLOYEE BENEFIT PLANS.
AS OF THE DATE HEREOF, BORROWER DOES NOT
MAINTAIN OR CONTRIBUTE TO, NOR HAS IT ANY OBLIGATION UNDER ANY EMPLOYEE BENEFIT
PLAN OF ANY TYPE OR NATURE WHATSOEVER. BORROWER DOES NOT CONTRIBUTE TO AND DOES
NOT HAVE ANY LIABILITY WITH RESPECT TO ANY MULTIEMPLOYER PLAN.
(M)
OTHER REGULATIONS.
BORROWER IS NOT SUBJECT TO REGULATION UNDER THE
INVESTMENT COMPANY ACT OF 1940, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
THE FEDERAL POWER ACT, ANY STATE PUBLIC UTILITIES CODE OR TO ANY FEDERAL OR
STATE STATUTE OR REGULATION LIMITING ITS ABILITY TO INCUR INDEBTEDNESS.
(N)
GOVERNMENTAL CHARGES AND OTHER INDEBTEDNESS. BORROWER HAS FILED OR
CAUSED TO BE FILED ALL TAX RETURNS WHICH ARE REQUIRED TO BE FILED BY IT.
BORROWER HAS PAID, OR MADE PROVISION FOR THE PAYMENT OF, ALL TAXES AND OTHER
GOVERNMENTAL CHARGES WHICH HAVE OR MAY HAVE BECOME DUE PURSUANT TO SAID RETURNS
OR OTHERWISE AND ALL OTHER INDEBTEDNESS WHICH HAS BECOME DUE, EXCEPT FOR SUCH
GOVERNMENTAL CHARGES OR INDEBTEDNESS, IF ANY, WHICH ARE BEING CONTESTED IN GOOD
FAITH AND AS TO WHICH ADEQUATE RESERVES (DETERMINED IN ACCORDANCE WITH GAAP)
HAVE BEEN PROVIDED OR WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT IF UNPAID.
(O)
SUBSIDIARIES, ETC.
BORROWER HAS NO SUBSIDIARIES, IS NOT A PARTNER
IN ANY PARTNERSHIP AND IS NOT A JOINT VENTURER IN ANY JOINT VENTURE.
(P)
NO MATERIAL ADVERSE EFFECT.
NO EVENT HAS OCCURRED AND NO
CONDITION EXISTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(Q)
RECORDS REGARDING COLLATERAL.
BORROWER KEEPS AND MAINTAINS ITS
BOOKS AND RECORDS REGARDING ITS ACCOUNTS AND CHATTEL PAPER AT ITS CHIEF
EXECUTIVE OFFICE IN HOFFMAN ESTATES, ILLINOIS OR AT