each such policy such as
deductibles, coverage limits and term of policy.
4.20
Taxes and Tax Returns.
(A)
AS OF THE CLOSING DATE, (I) ALL TAX RETURNS REQUIRED TO BE FILED
BY THE LOAN PARTIES HAVE BEEN TIMELY AND PROPERLY FILED AND (II) ALL TAXES THAT
ARE DUE (OTHER THAN TAXES BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED FOR IN ACCORDANCE
WITH GAAP) HAVE BEEN PAID, IN EACH CASE EXCEPT WHERE THE FAILURE TO FILE TAX
RETURNS OR PAY
55
TAXES WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO
GOVERNMENTAL AUTHORITY HAS ASSERTED ANY CLAIM FOR TAXES, OR TO ANY LOAN PARTY'S
KNOWLEDGE, HAS THREATENED TO ASSERT ANY CLAIM FOR TAXES THAT WOULD, IF NOT PAID
BY A LOAN PARTY, HAVE A MATERIAL ADVERSE EFFECT.
ALL TAXES REQUIRED BY LAW TO
BE WITHHELD OR COLLECTED AND REMITTED (INCLUDING, WITHOUT LIMITATION, INCOME
TAX, UNEMPLOYMENT INSURANCE AND WORKMEN'S COMPENSATION PREMIUMS) WITH RESPECT TO
THE LOAN PARTIES HAVE BEEN WITHHELD OR COLLECTED AND PAID TO THE APPROPRIATE
GOVERNMENTAL AUTHORITIES (OR ARE PROPERLY BEING HELD FOR SUCH PAYMENT), EXCEPT
FOR AMOUNTS THE NONPAYMENT OF WHICH WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
NONE OF THE LOAN PARTIES HAS BEEN NOTIFIED THAT EITHER THE IRS, OR
ANY OTHER GOVERNMENTAL AUTHORITY, HAS RAISED OR INTENDS TO RAISE, ANY
ADJUSTMENTS WITH RESPECT TO TAXES OF THE LOAN PARTIES, WHICH ADJUSTMENTS WOULD
BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
4.21
Project Construction.
(A)
BORROWER HAS ALL NECESSARY POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THE PROJECT DOCUMENTS TO WHICH BORROWER IS A PARTY
OR IS OTHERWISE BOUND, AND ALL OTHER AGREEMENTS AND INSTRUMENTS TO BE EXECUTED
BY BORROWER IN CONNECTION WITH THE CONSTRUCTION OF THE IMPROVEMENTS AND THE
DEVELOPMENT OF THE PROJECT;
(B)
THE PROJECT DOCUMENTS TO WHICH BORROWER IS A PARTY HAVE BEEN DULY
EXECUTED AND DELIVERED BY BORROWER AND CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATION OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY;
(C)
THE CONSTRUCTION OF THE PROJECT AND THE EXECUTION, DELIVERY AND
PERFORMANCE BY BORROWER OF ITS OBLIGATIONS UNDER, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY, EACH OF THE PROJECT DOCUMENTS TO WHICH BORROWER IS
A PARTY, AND ALL OTHER AGREEMENTS AND INSTRUMENTS TO BE EXECUTED BY BORROWER IN
CONNECTION THEREWITH DO NOT AND WILL NOT (A) VIOLATE ANY LEGAL REQUIREMENT
APPLICABLE TO BORROWER, (B) RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS
OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS OF
BORROWER, OR ANY MORTGAGE, INDENTURE, AGREEMENT, PERMIT, FRANCHISE, LICENSE,
NOTE OR INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTIES IS BOUND, OR (C) RESULT IN THE CREATION OR IMPOSITION OF ANY
MORTGAGE, LIEN, CHARGE OR ENCUMBRANCE OF ANY