or 2.19 (any such matter, a "Lender Approval Item"), such
rights shall be construed such that Lender shall only be permitted to withhold
its consent or approval with respect to any Lender Approval Item if the same
fails to meet the Prudent Lender Standard.
ARTICLE III.
INTENTIONALLY OMITTED
66
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.
REPRESENTATIONS AND WARRANTIES AS TO BORROWER. BORROWER
REPRESENTS AND WARRANTS THAT, AS OF THE CLOSING DATE:
(A)
ORGANIZATION. EACH OF BORROWER AND GENERAL PARTNER (I) IS A DULY
ORGANIZED AND VALIDLY EXISTING LIMITED LIABILITY COMPANY IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE OR LIMITED PARTNERSHIP IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE, (II) HAS THE REQUISITE POWER AND AUTHORITY TO
OWN ITS PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE MORTGAGED PROPERTY) AND
TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED AND IS QUALIFIED TO DO BUSINESS
IN THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED, AND (III) HAS
THE REQUISITE POWER TO EXECUTE AND DELIVER, AND PERFORM ITS OBLIGATIONS UNDER,
THIS AGREEMENT, THE NOTE AND ALL OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY.
(B)
AUTHORIZATION; NO CONFLICT; CONSENTS AND APPROVALS. THE EXECUTION
AND DELIVERY BY BORROWER OF THIS AGREEMENT, THE NOTE AND EACH OF THE OTHER LOAN
DOCUMENTS, BORROWER'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS AND THE CREATION OF THE SECURITY INTERESTS AND LIENS
PROVIDED FOR IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY (I) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF
BORROWER, (II) WILL NOT VIOLATE ANY PROVISION OF ANY LEGAL REQUIREMENTS, ANY
ORDER OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY, THE ORGANIZATIONAL AGREEMENT
OR ANY INDENTURE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH BORROWER IS A PARTY
OR BY WHICH BORROWER IS BOUND, AND (III) WILL NOT BE IN CONFLICT WITH, RESULT IN
A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN OF ANY NATURE
WHATSOEVER UPON THE MORTGAGED PROPERTY PURSUANT TO, ANY SUCH INDENTURE OR
AGREEMENT OR MATERIAL INSTRUMENT OTHER THAN THE LOAN DOCUMENTS. OTHER THAN THOSE
OBTAINED OR FILED ON OR PRIOR TO THE CLOSING DATE, BORROWER IS NOT REQUIRED TO
OBTAIN ANY CONSENT, APPROVAL OR AUTHORIZATION FROM, OR TO FILE ANY DECLARATION
OR STATEMENT WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER AGENCY IN CONNECTION WITH
OR AS A CONDITION TO THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT,
THE NOTE OR THE OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED BY BORROWER.
(C)
ENFORCEABILITY. THIS AGREEMENT, THE NOTE AND EACH OTHER LOAN
DOCUMENT EXECUTED BY BORROWER IN CONNECTION WITH THE LOAN (INCLUDING, WITHOUT
LIMITATION, ANY COLLATERAL SECURITY INSTRUMENT), IS THE LEGAL, VALID AND BINDING
OBLIGATION OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, AND OTHER LIMITATIONS ON CREDITORS'
RIGHTS GENERALLY AND TO EQUITABLE PRINCIPLES. THIS AGREEMENT, THE NOTE AND