Common use of Liabilities; Litigation Clause in Contracts

Liabilities; Litigation. (a) All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each Borrower Party are (i) true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes due and payable, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof as a hotel, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower from that set forth in said financial statements. There is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the Property, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Property or the Loan. (b) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a1) All financial data, data of the Borrowers including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each or with respect to any Borrower, any Borrower Party are or any Individual Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property Borrowers, the Borrower Parties and Properties, as applicable, as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals GAAP throughout the periods covered, except as disclosed therein. Other than the Loans, no Borrower does not have has any contingent liabilities, liabilities for taxes due and payabletaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to any Borrower and reasonably likely to have a materially adverse effect on the Property Properties or the operation thereof as a hotelhotels, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no materially adverse change in the financial condition, operations or business of any Borrower, any Borrower Party or any Property from that set forth in said financial statements. There is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of any Borrower, threatened, against the PropertyProperties, any Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Property Properties or the LoanLoans. (b2) Neither any Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither any Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a1) All The financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each Borrower Party are (i) truefor the fiscal year ended December 31, complete and correct in all material respects, (ii) accurately represent 1999 present fairly the financial condition position and results of operations and cash flow of the Property Company, the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP. Except as disclosed in such financial statements, as of the date thereof, there are no liabilities (fixed or contingent) affecting any of such reportsthe Properties, and (iii) to the extent prepared Borrower or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals throughout the periods covered, except any Borrower Party. Except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes due and payable, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof as a hotel, except as referred to or reflected in said financial statements. Since the date of the such financial statements, as of the date thereof, there has been no materially adverse change in the financial condition, operations or business of Borrower from that set forth in said financial statements. There is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against any of the PropertyProperties, Borrower or any Borrower Party which if adversely determined could reasonably be expected to have a material adverse effect Material Adverse Effect on such party, any of the Property Properties or the LoanObligations. (b2) Neither Except for sales of Properties in connection with payment of the REIT Debt, neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it. (3) Schedule 6.3(3) sets forth, as of the date hereof, all --------------- Indebtedness of the Company, Borrower and Borrower's Subsidiaries and, as of the date hereof, except as set forth on Schedule 6.3(3), there are no defaults in --------------- the payment of principal or interest on any such Indebtedness and no payments thereunder have been deferred or extended beyond their stated maturity and there has been no material change in the type or amount of such Indebtedness (except for the repayment of certain Indebtedness) since the date hereof. (4) Neither the Company, Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

Liabilities; Litigation. (a) All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each Borrower Party are (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals principles then in effect throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes due and payabletaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property Properties or the operation thereof as a hotelhotels, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower from that set forth in said financial statements. There is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the PropertyProperties, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Property Properties or the Loan., except as specifically set forth on Schedule IX. ----------- (b) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a1) All The financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each Borrower Party are (i) true, complete true and correct in all material respects, (ii) accurately represent the financial condition of the Property as of respects with no significant change since the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals throughout the periods covered, except preparation. Except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes due and payable, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof as a hotel, except as referred to or reflected in said financial statements. Since the date of the such financial statements, there has been are no materially liabilities (fixed or contingent) affecting the Project, the Collateral, Borrower, Mortgage Borrower or any other Borrower Party that would reasonably be expected to have an adverse change effect on Borrower’s ability to fulfill its obligations hereunder or Mortgage Borrower’s ability to fulfill its obligations under the Mortgage Loan Documents. Except as disclosed in the such financial condition, operations statements or business of Borrower from that as set forth in said financial statements. There on Schedule 7.3, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower’s knowledge, threatened, against the PropertyProject, the Collateral, Borrower, Mortgage Borrower or any other Borrower Party which if adversely determined could have a material adverse effect on such party, the Property Project, the Collateral or the LoanLoans. (b2) Neither Borrower nor any No Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any no Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a1) All The financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by Borrower and each Borrower Party are (i) true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principals throughout GAAP, subject to customary footnotes and year-end adjustments, and fairly present, as of the periods coveredapplicable dates thereof, except as disclosed therein. Borrower does not have any contingent liabilitiesthe financial condition or, liabilities if applicable, the results of operations, for taxes due the period covered thereby, and payable, unusual forward there has been no material change to such financial condition or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof as a hotel, except as referred to or reflected in said financial statements. Since results since the date of the most recent financial statements delivered by Borrower and each Borrower Party, as applicable. Except as disclosed in such financial statements, there has are no liabilities (fixed or contingent) affecting the Project, Borrower or any Borrower Party of a type required to be reflected on a balance sheet prepared in accordance with GAAP which have not otherwise been no materially adverse change disclosed to Administrative Agent in the financial condition, operations or business of Borrower from that writing. Except as set forth in said financial statements. There on set forth on Schedule 7.3, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the PropertyProject, Borrower or any Borrower Party which Party. No litigation, administrative proceeding, investigation or other legal action listed on Schedule 7.3, individually or in the aggregate, could, if adversely determined could determined, have a material adverse effect on such party, the Property or the LoanMaterial Adverse Effect. (b2) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.