LAWS PERTAINING TO THE REGISTRATION OR
TRANSFER OF SECURITIES, INCLUDING WITHOUT LIMITATION THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND ANY AND
ALL RULES AND REGULATIONS PROMULGATED THEREUNDER (COLLECTIVELY, THE "SECURITIES
LAWS"), AS SUCH LAWS ARE AMENDED AND IN EFFECT FROM TIME TO TIME, AND NONE OF
THE EQUITY INTERESTS IN THE PARTNERSHIPS OR LLCS ARE REPRESENTED BY ANY
"CERTIFICATED SECURITY" AS THAT TERM IS DEFINED IN SECTION 8-102 OF THE UCC.
BORROWER SHALL AT ALL TIMES COMPLY WITH THE SECURITIES LAWS AS THE SAME PERTAIN
TO ALL OR ANY PORTION OF THE COLLATERAL OR ANY OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
LENDER AGREES NOT TAKE ANY ACTION WITH RESPECT TO THE
COLLATERAL THAT, WITHOUT THE CONSENT OF BORROWER, REQUIRES BORROWER TO FILE A
REGISTRATION STATEMENT WITH THE SEC OR APPLY TO QUALIFY A SALE OF A SECURITY
UNDER THE SECURITIES LAWS OF ANY STATE.
(Y)
OWNERSHIP STRUCTURE.
THE OWNERSHIP CHART ATTACHED HERETO AS
SCHEDULE 2 IS TRUE, CORRECT AND COMPLETE AS OF THE CLOSING DATE. EXCEPT AS SET
FORTH ON SCHEDULE 2, NO OTHER PERSON HAS ANY DIRECT OR INDIRECT INTEREST IN THE
OWNER OR BORROWER.
(Z)
CONTROL OF OWNER.
BORROWER HAS THE POWER AND AUTHORITY AND THE
REQUISITE OWNERSHIP INTERESTS TO CONTROL THE ACTIONS OF THE OWNER AND AT ALL
TIMES DURING THE TERM OF THE LOAN SHALL MAINTAIN THE POWER AND AUTHORITY TO
CONTROL THE ACTIONS OF OWNER.
(AA)
REPRESENTATIONS AND WARRANTIES OF OWNER.
ALL OF THE
REPRESENTATIONS AND WARRANTIES OF OWNER OR ANY AFFILIATE OF OWNER UNDER THE
MORTGAGE LOAN DOCUMENTS ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
13
(BB)
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT IS IN FULL FORCE
AND EFFECT.
THERE IS NO DEFAULT, BREACH OR VIOLATION EXISTING UNDER THE
MANAGEMENT AGREEMENT, AND NO EVENT HAS OCCURRED (OTHER THAN PAYMENTS DUE BUT NOT
YET DELINQUENT) THAT, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH,
WOULD CONSTITUTE A DEFAULT, BREACH OR VIOLATION THEREUNDER, BY EITHER PARTY
THERETO.
(CC)
OPERATING COMPANY STATUS.
BORROWER QUALIFIES AS AN "OPERATING
COMPANY," AS SUCH TERM IS DEFINED IN THE REGULATION ISSUED BY THE U.S.
DEPARTMENT OF LABOR KNOWN AS THE "PLAN ASSETS REGULATION," 29 C.F.R. §2510.3-101
AND, AS LONG AS THE LOAN IS OUTSTANDING, BORROWER WILL REMAIN AT ALL TIMES AN
OPERATING COMPANY, AS SO DEFINED.
(DD)
AFFILIATION.
BORROWER IS NOT AN AFFILIATE OF LENDER.
(EE)
INSURANCE.
BORROWER HAS OBTAINED AND DELIVERED, OR HAS CAUSED
OWNER TO OBTAIN AND DELIVER, TO LENDER CERTIFIED COPIES OF ALL INSURANCE
POLICIES REFLECTING THE INSURANCE COVERAGES, AMOUNTS AND OTHER REQUIREMENTS SET
FORTH IN THIS AGREEMENT.
BORROWER HAS NOT, AND TO THE BEST OF BORROWER'S
KNOWLEDGE NO OTHER PERSON HAS, DONE BY ACT OR OMISSION ANYTHING WHICH WOULD
IMPAIR THE COVERAGE OF ANY SUCH POLICY.
(FF)
ABSENCE OF UCC FINANCING STATEMENTS, ETC.
EXCEPT WITH RESPECT TO
THE MORTGAGE LOAN DOCUMENTS AND THE LOAN DOCUMENTS, THERE IS NO FINANCING
STATEMENT, SECURITY AGREEMENT, CHATTEL MORTGAGE, REAL ESTATE MORTGAGE OR OTHER