TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND, EXCEPT AS
DISCLOSED ON SCHEDULE 4 ATTACHED HERETO, HAS BEEN PREPARED IN ACCORDANCE WITH
GAAP.
SINCE THE DELIVERY OF SUCH DATA, EXCEPT AS OTHERWISE DISCLOSED IN WRITING
TO LENDER, THERE HAS BEEN NO CHANGE IN THE FINANCIAL POSITION OF BORROWER,
GUARANTOR OR THE MORTGAGED PROPERTY, OR IN THE RESULTS OF OPERATIONS OF BORROWER
OR GUARANTOR, WHICH CHANGE RESULTS OR IS REASONABLY LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NEITHER BORROWER NOR GUARANTOR HAS INCURRED ANY
OBLIGATION OR LIABILITY, CONTINGENT OR OTHERWISE, NOT REFLECTED IN SUCH
FINANCIAL DATA, WHICH IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT UPON ITS
BUSINESS OPERATIONS OR THE MORTGAGED PROPERTY.
60
(K)
INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.
BORROWER IS NOT (I) AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF 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 IN ACCORDANCE WITH THIS AGREEMENT.
(L)
COMPLIANCE.
BORROWER IS IN COMPLIANCE
WITH ALL APPLICABLE LEGAL REQUIREMENTS, EXCEPT FOR NONCOMPLIANCE THAT IS NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
BORROWER IS NOT IN DEFAULT
OR VIOLATION OF ANY ORDER, WRIT, INJUNCTION, DECREE OR DEMAND OF ANY
GOVERNMENTAL AUTHORITY EXCEPT FOR DEFAULTS OR VIOLATIONS WHICH ARE NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(M)
USE OF PROCEEDS; MARGIN REGULATIONS.
BORROWER
WILL USE THE PROCEEDS OF THE LOAN FOR THE PURPOSES DESCRIBED IN SECTION 2.2.
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 REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR FOR ANY OTHER PURPOSE WHICH WOULD BE
INCONSISTENT WITH SUCH REGULATION U OR ANY OTHER REGULATIONS OF SUCH BOARD OF
GOVERNORS, OR FOR ANY PURPOSES PROHIBITED BY LEGAL REQUIREMENTS.
(N)
ORGANIZATIONAL CHART.
THE ORGANIZATIONAL
CHART SET FORTH AS SCHEDULE 2 ACCURATELY SETS FORTH THE DIRECT AND INDIRECT
OWNERSHIP STRUCTURE OF BORROWER.
(O)
NO DEFAULTS.
NO DEFAULT OR EVENT OF DEFAULT
EXISTS UNDER OR WITH RESPECT TO ANY LOAN DOCUMENT.
(P)
PLANS AND WELFARE PLANS.
THE ASSETS OF
BORROWER ARE NOT TREATED AS "PLAN ASSETS" UNDER REGULATIONS CURRENTLY
PROMULGATED UNDER ERISA.
NEITHER BORROWER NOR ANY ERISA AFFILIATE SPONSORS,
MAINTAINS, CONTRIBUTES TO OR IS REQUIRED TO CONTRIBUTE TO ANY PLAN OR
MULTIEMPLOYER PLAN NOR HAS THE BORROWER OR ANY ERISA AFFILIATE SPONSORED,
MAINTAINED, CONTRIBUTED TO OR BEEN REQUIRED TO CONTRIBUTE TO ANY PLAN OR
MULTIEMPLOYER PLAN WITHIN THE PAST SIX YEARS.
THERE ARE NO PENDING ISSUES OR
CLAIMS BEFORE THE INTERNAL REVENUE SERVICE, THE UNITED STATES DEPARTMENT OF
LABOR OR ANY COURT OF COMPETENT JURISDICTION