INSURANCE PRESCRIBED IN SECTION 15.2 HEREOF.
(S)
BORROWER HAS DEALT WITH NO BROKER OR FINDER IN CONNECTION WITH
THIS AGREEMENT OR THE LOANS.
(T)
ALL FINANCIAL STATEMENTS AND OTHER INFORMATION PREVIOUSLY
FURNISHED BY BOTH BORROWER AND GUARANTOR IN CONNECTION WITH THE LOANS ARE TRUE,
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE FINANCIAL
CONDITIONS OF THE SUBJECTS THEREOF AS OF THE RESPECTIVE DATES THEREOF AND DO NOT
FAIL TO STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH STATEMENTS OR INFORMATION
NOT MISLEADING, AND NO MATERIAL ADVERSE CHANGE WITH RESPECT TO BORROWER OR
GUARANTOR HAS OCCURRED SINCE THE RESPECTIVE DATES OF SUCH STATEMENTS AND
INFORMATION.
NEITHER BORROWER NOR GUARANTOR HAS ANY MATERIAL LIABILITY,
CONTINGENT OR OTHERWISE, NOT DISCLOSED IN SUCH FINANCIAL STATEMENTS.
(U)
BORROWER AND GUARANTOR ARE SOLVENT, AND NO BANKRUPTCY,
REORGANIZATION, INSOLVENCY OR SIMILAR PROCEEDING UNDER ANY STATE OR FEDERAL LAW
WITH RESPECT TO BORROWER OR GUARANTOR OR ANY AFFILIATE THEREOF HAS BEEN
INITIATED.
(V)
EXCEPT AS DISCLOSED IN THE ENVIRONMENTAL REPORT: (I) THE
PROJECT IS FREE OF HAZARDOUS MATERIAL AND IS IN COMPLIANCE WITH ALL LAWS;
(II) NEITHER BORROWER NOR, TO THE BEST KNOWLEDGE OF BORROWER, ANY OTHER PERSON,
HAS EVER CAUSED OR PERMITTED ANY HAZARDOUS MATERIAL TO BE PLACED, HELD, LOCATED
OR DISPOSED OF ON, UNDER, AT OR IN A MANNER TO AFFECT THE PROJECT AND THE
PROJECT HAS NEVER BEEN USED (WHETHER BY BORROWER OR, TO THE BEST KNOWLEDGE OF
BORROWER, BY ANY OTHER PERSON) FOR ANY ACTIVITIES INVOLVING, DIRECTLY OR
INDIRECTLY, THE USE, GENERATION, TREATMENT, STORAGE, TRANSPORTATION, OR DISPOSAL
OF ANY HAZARDOUS MATERIAL; AND (III) THERE ARE NO UNDERGROUND TANKS, VESSELS, OR
SIMILAR FACILITIES FOR THE STORAGE OR CONTAINMENT OF HAZARDOUS MATERIALS OF ANY
SORT ON, UNDER OR AFFECTING THE PROJECT.
35
(W)
THE DEVELOPMENT LAND AND SPA LAND ARE EACH TAXED SEPARATELY
WITHOUT REGARD TO ANY OTHER PROPERTY AND FOR ALL PURPOSES THE DEVELOPMENT LAND
AND SPA LAND MAY BE MORTGAGED, CONVEYED AND OTHERWISE DEALT WITH AS AN
INDEPENDENT PARCEL.
(X)
THERE ARE NO LEASES, SUBLEASES OR OTHER ARRANGEMENTS FOR
OCCUPANCY OF SPACE WITHIN THE PROJECT, AND NO PERSON OR ENTITY HAS ANY
POSSESSORY INTEREST IN, OR RIGHT TO OCCUPY, THE PROJECT OR ANY PORTION THEREOF,
EXCEPT FOR THE LEASES AND MONTH-TO-MONTH RENTAL AGREEMENTS LISTED ON SCHEDULE C
ATTACHED HERETO AND PURSUANT TO QUALIFYING CONTRACTS OF SALE ENTERED INTO PRIOR
TO OR AFTER THE DATE HEREOF.
(Y)
EXCEPT PURSUANT TO THE ML&P AGREEMENTS, THE ER PURCHASE
AGREEMENT, AND QUALIFYING CONTRACTS OF SALE CURRENTLY IN EFFECT AND THAT WILL BE
ENTERED INTO AFTER THE DATE HEREOF, NEITHER THE PROJECT NOR ANY PORTION THEREOF
IS SUBJECT TO ANY PURCHASE OPTION, BUY-SELL RIGHT (EXCEPT AS PROVIDED IN THE
LIMITED LIABILITY COMPANY AGREEMENT OF MEMBER), RIGHT OF FIRST REFUSAL, RIGHT OF
FIRST OFFER OR OTHER SIMILAR RIGHT TO ACQUIRE SAME.
(Z)
UPON COMPLETION OF THE CONSTRUCTION, NO BUILDING OR OTHER
IMPROVEMENT WILL ENCROACH UPON ANY PROPERTY LINE, BUILDING LINE, SETBACK LINE,
SIDE YARD LINE OR ANY RECORDED OR VISIBLE EASEMENT.
(AA)
THE LOANS ARE NOT