BEING MADE FOR THE PURPOSE OF PURCHASING OR
CARRYING "MARGIN STOCK" WITHIN THE MEANING OF REGULATION G, T, U OR X ISSUED BY
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, AND BORROWER AGREES TO
EXECUTE ALL INSTRUMENTS NECESSARY TO COMPLY WITH ALL THE REQUIREMENTS OF
REGULATION U OF THE FEDERAL RESERVE SYSTEM.
(BB)
THE LOANS EVIDENCED BY THE NOTES ARE SOLELY FOR THE BUSINESS
PURPOSE OF BORROWER, AND IS NOT FOR PERSONAL, FAMILY, HOUSEHOLD OR AGRICULTURAL
PURPOSES.
(CC)
NO PORTION OF THE PROJECT HAS BEEN OR, TO THE KNOWLEDGE OF
BORROWER, WILL BE PURCHASED WITH PROCEEDS OF ANY ILLEGAL ACTIVITY.
(DD)
BORROWER IS NOT A PARTY IN INTEREST TO ANY PLAN DEFINED OR
REGULATED UNDER ERISA, AND THE ASSETS OF BORROWER ARE NOT "PLAN ASSETS" OF ANY
EMPLOYEE BENEFIT PLAN COVERED BY ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE.
(EE)
BORROWER IS NOT A "FOREIGN PERSON" WITHIN THE MEANING OF
SECTION 1445 OR 7701 OF THE INTERNAL REVENUE CODE.
(FF)
NEITHER BORROWER, MEMBER, GUARANTOR NOR ANY PERSON HOLDING A
DIRECT OR INDIRECT INTEREST IN BORROWER IS (OR WILL BE) A PERSON WITH WHOM THE
AGENT OR ANY LENDER IS RESTRICTED FROM DOING BUSINESS UNDER OFAC (INCLUDING
PERSONS NAMED ON OFAC'S SPECIALLY DESIGNATED AND BLOCKED PERSONS LIST) OR UNDER
ANY STATUTE, EXECUTIVE ORDER (INCLUDING THE SEPTEMBER 24, 2001, EXECUTIVE ORDER
BLOCKING PROPERTY AND
36
PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT
TERRORISM), OR OTHER GOVERNMENTAL ACTION AND IS NOT INTENTIONALLY OR WITH
KNOWLEDGE, AND SHALL NOT INTENTIONALLY OR WITH KNOWLEDGE ENGAGE IN ANY DEALINGS
OR TRANSACTIONS OR OTHERWISE BE ASSOCIATED WITH SUCH PERSONS.
IN ADDITION,
BORROWER HEREBY AGREES TO PROVIDE THE AGENT WITH ANY ADDITIONAL INFORMATION THAT
THE AGENT OR ANY LENDER DEEMS REASONABLY NECESSARY FROM TIME TO TIME IN ORDER TO
ENSURE COMPLIANCE WITH ALL LAWS CONCERNING MONEY LAUNDERING AND SIMILAR
ACTIVITIES.
(GG)
BORROWER HAS DISCLOSED TO THE LENDERS ALL MATERIAL FACTS
REGARDING THE PROJECT AND BORROWER AND HAS NOT FAILED TO DISCLOSE ANY MATERIAL
FACT THAT COULD CAUSE ANY REPRESENTATION OR WARRANTY MADE HEREIN TO BE
MATERIALLY MISLEADING.
(HH)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY GUARANTOR
HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS IS TRUE, COMPLETE AND CORRECT IN
ALL MATERIAL RESPECTS.
(II)
BORROWER POSSESSES ALL FRANCHISES, PATENTS, COPYRIGHTS,
TRADEMARKS, TRADE NAMES, SERVICEMARKS, LICENSES AND PERMITS, AND RIGHTS IN
RESPECT OF THE FOREGOING, ADEQUATE FOR THE CONDUCT OF BORROWER'S BUSINESSES
SUBSTANTIALLY AS NOW CONDUCTED AND TO BE CONDUCTED AT THE PROJECT WITHOUT
CONFLICT WITH ANY RIGHTS OF OTHERS.
(JJ)
A TRUE AND CORRECT ORGANIZATIONAL CHART OUTLINING THE
PERCENTAGE OF OWNERSHIP AND CAPITAL STRUCTURE OF BORROWER AND THE DIRECT AND
INDIRECT OWNERS OF BORROWER IS ATTACHED HERETO AS EXHIBIT F.
(KK)
BORROWER HAS DELIVERED TO THE AGENT TRUE, CORRECT AND COMPLETE
COPIES OF THE ER PURCHASE AGREEMENT AND THE ML&P AGREEMENTS.
EACH SUCH
AGREEMENT IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN AMENDED.
BORROWER,
EXCLUSIVE RESORTS AND ML&P HAVE NOT RECEIVED OR GIVEN ANY NOTICE