PAYMENT OR PERFORMANCE OF ANY OF
ITS CONTRACTUAL OBLIGATIONS IN ANY MATERIAL RESPECT.
(I)
CONSENTS AND APPROVALS. BORROWER HAS OBTAINED OR MADE ALL
NECESSARY (I) CONSENTS, APPROVALS AND AUTHORIZATIONS, AND REGISTRATIONS AND
FILINGS OF OR WITH ALL GOVERNMENTAL AUTHORITIES AND (II) CONSENTS, APPROVALS,
WAIVERS AND NOTIFICATIONS OF PARTNERS, STOCKHOLDERS, CREDITORS, LESSORS AND
OTHER NONGOVERNMENTAL PERSONS, IN EACH CASE, WHICH ARE REQUIRED TO BE OBTAINED
OR MADE BY BORROWER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, AND THE
PERFORMANCE BY BORROWER OF ITS OBLIGATIONS UNDER, THE LOAN DOCUMENTS.
(J)
INVESTMENT COMPANY ACT STATUS, ETC. BORROWER IS NOT (I) AN
"INVESTMENT COMPANY," OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," AS
SUCH TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (II) A
"HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN
"AFFILIATE" OF EITHER A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" WITHIN THE
MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED, OR
(III) SUBJECT TO ANY OTHER FEDERAL OR STATE LAW OR REGULATION WHICH PURPORTS TO
RESTRICT OR REGULATE ITS ABILITY TO BORROW MONEY.
(K)
COMPLIANCE WITH LAW. BORROWER IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL LEGAL REQUIREMENTS TO WHICH IT OR ANY PROJECT IS SUBJECT,
INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL STATUTES, THE OCCUPATIONAL
SAFETY AND HEALTH ACT OF 1970, THE AMERICANS WITH DISABILITIES ACT, ERISA AND
ALL MATERIAL BUILDING DEPARTMENT REQUIREMENTS FOR EACH OF THE PROJECTS. NO
PORTION OF ANY PROJECT HAS BEEN OR WILL BE PURCHASED, IMPROVED, FIXTURED,
EQUIPPED
31
OR FURNISHED WITH PROCEEDS OF ANY ILLEGAL ACTIVITY AND, TO THE BEST OF
BORROWER'S KNOWLEDGE, NO ILLEGAL ACTIVITIES ARE BEING CONDUCTED AT OR FROM ANY
PROJECT.
(L)
FINANCIAL INFORMATION. BORROWER HAS DELIVERED TO LENDER THE
FINANCIAL STATEMENTS FOR THE PROJECTS AND BORROWER FOR (A) CALENDAR YEAR 2005
AND (B) THE FIRST CALENDAR QUARTER OF 2006, AND BORROWER HAS NO KNOWLEDGE THAT
THE INFORMATION CONTAINED IN THOSE STATEMENTS IS NOT ACCURATE IN ANY MATERIAL
RESPECT.
(M)
TRANSACTION BROKERAGE FEES. BORROWER HAS NOT DEALT WITH ANY
FINANCIAL ADVISORS, BROKERS, UNDERWRITERS, PLACEMENT AGENTS, AGENTS OR FINDERS
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ALL
BROKERAGE FEES, COMMISSIONS AND OTHER EXPENSES PAYABLE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS HAVE BEEN PAID IN FULL BY
BORROWER CONTEMPORANEOUSLY WITH THE EXECUTION OF THE LOAN DOCUMENTS AND THE
FUNDING OF THE LOAN. BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD LENDER
HARMLESS FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, COSTS AND
EXPENSES OF ANY KIND IN ANY WAY RELATING TO OR ARISING FROM (I) A CLAIM BY ANY
PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREIN OR (II) ANY BREACH OF THE FOREGOING
REPRESENTATION. THE PROVISIONS OF THIS SUBSECTION (M) SHALL SURVIVE THE
REPAYMENT OF THE DEBT.
(N)
FEDERAL RESERVE REGULATIONS. NO PART OF THE PROCEEDS OF THE LOAN
WILL BE USED FOR THE PURPOSE OF PURCHASING OR ACQUIRING ANY "MARGIN STOCK"
WITHIN THE MEANING OF REGULATIONS